Telenav, Inc. (Form: 10-Q, Received: 11/09/2018 17:20:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34720

TELENAV, INC.

(Exact name of registrant as specified in its charter)



Delaware		77-0521800
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4655 Great America Parkway, Suite 300

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 245-3800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	ý

Non-accelerated filer	¨	Smaller reporting company	¨

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of September 30, 2018 , there were approximately 45,260,738 shares of the Registrant’s Common Stock outstanding.

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TELENAV, INC.

TABLE OF CONTENTS



		Page No.
PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive Loss	3

	Condensed Consolidated Statements of Cash Flows	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44

Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION		46

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70

Item 6.	Exhibits	X

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PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements.

TELENAV, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

(unaudited)



	September 30, 2018			June 30, 2018

Assets
Current assets:
Cash and cash equivalents	$	13,596		$	17,117
Short-term investments	67,675			67,829
Accounts receivable, net of allowances of $11 and $17 at September 30, 2018 and June 30, 2018, respectively	46,956			46,188
Restricted cash	2,930			2,982
Deferred costs	13,842			9,906
Prepaid expenses and other current assets	3,393			3,867
Total current assets	148,392			147,889
Property and equipment, net	6,412			6,987
Deferred income taxes, non-current	550			867
Goodwill and intangible assets, net	30,763			31,046
Deferred costs, non-current	46,466			46,363
Other assets	3,517			2,372
Total assets	$	236,100		$	235,524
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	16,144		$	13,008
Accrued expenses	36,038			38,803
Deferred revenue	21,892			18,195
Income taxes payable	368			221
Total current liabilities	74,442			70,227
Deferred rent, non-current	1,200			1,112
Deferred revenue, non-current	57,031			53,855
Other long-term liabilities	1,192			1,115
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value: 50,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.001 par value: 600,000 shares authorized; 45,260 and 44,871 shares issued and outstanding at September 30, 2018 and June 30, 2018, respectively	45			45
Additional paid-in capital	168,984			167,895
Accumulated other comprehensive loss	(1,981		)	(1,855		)
Accumulated deficit	(64,813		)	(56,870		)
Total stockholders’ equity	102,235			109,215
Total liabilities and stockholders’ equity	$	236,100		$	235,524

⁽¹⁾ See Note 1 for a summary of adjustments.

See accompanying Notes to Condensed Consolidated Financial Statements.

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TELENAV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)



	Three Months Ended
	September 30,
	2018			2017 As Adjusted ⁽¹⁾
Revenue:
Product	$	40,471		$	42,659
Services	11,697			14,303
Total revenue	52,168			56,962
Cost of revenue:
Product	23,930			29,441
Services	7,174			6,382
Total cost of revenue	31,104			35,823
Gross profit	21,064			21,139
Operating expenses:
Research and development	20,102			20,681
Sales and marketing	4,415			5,064
General and administrative	5,450			5,211
Legal settlement and contingencies	—			250
Total operating expenses	29,967			31,206
Loss from operations	(8,903		)	(10,067		)
Other income (expense), net	1,590			(47		)
Loss before provision for income taxes	(7,313		)	(10,114		)
Provision for income taxes	630			255
Net loss	$	(7,943	)	$	(10,369	)

Net loss per share:
Basic and diluted	$	(0.18	)	$	(0.24	)
Weighted average shares used in computing net loss per share:
Basic and diluted	45,018			44,079

Stock-based compensation expense included above:
Cost of revenue	$	32		$	35
Research and development	1,304			1,395
Sales and marketing	326			438
General and administrative	607			612
Total stock-based compensation expense	$	2,269		$	2,480

⁽¹⁾ See Note 1 for a summary of adjustments.

See accompanying Notes to Condensed Consolidated Financial Statements.

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TELENAV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)



	Three Months Ended
	September 30,
	2018			2017 As Adjusted ⁽¹⁾

Net loss	$	(7,943	)	$	(10,369	)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	(217		)	359
Available-for-sale securities:
Unrealized gain on available-for-sale securities, net of tax	89			28
Reclassification adjustments for gain on available-for-sale securities recognized, net of tax	2			—
Net increase from available-for-sale securities, net of tax	91			28
Other comprehensive income (loss), net of tax	(126		)	387
Comprehensive loss	$	(8,069	)	$	(9,982	)

⁽¹⁾ See Note 1 for a summary of adjustments.

See accompanying Notes to Condensed Consolidated Financial Statements.

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TELENAV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Three Months Ended
	September 30,
	2018			2017 As Adjusted ⁽¹⁾
Operating activities
Net loss	$	(7,943	)	$	(10,369	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,010			716
Deferred rent reversal due to lease termination	—			(538		)
Tenant improvement allowance recognition due to lease termination	—			(582		)
Accretion of net premium on short-term investments	5			59
Stock-based compensation expense	2,269			2,480
Unrealized gain on non-marketable equity investments	(1,259		)	—
Loss (gain) on disposal of property and equipment	(1		)	8
Bad debt expense	1			38
Changes in operating assets and liabilities:
Accounts receivable	(780		)	(2,109		)
Deferred income taxes	308			104
Deferred costs	(4,039		)	(5,474		)
Prepaid expenses and other current assets	470			(115		)
Other assets	42			(326		)
Trade accounts payable	3,167			9,463
Accrued expenses and other liabilities	(2,600		)	(6,037		)
Income taxes payable	149			(123		)
Deferred rent	35			191
Deferred revenue	6,873			8,826
Net cash used in operating activities	(2,293		)	(3,788		)
Investing activities
Purchases of property and equipment	(100		)	(2,286		)
Purchases of short-term investments	(10,624		)	(13,355		)
Proceeds from sales and maturities of short-term investments	10,865			16,697
Net cash provided by investing activities	141			1,056
Financing activities
Proceeds from exercise of stock options	24			197
Tax withholdings related to net share settlements of restricted stock units	(1,206		)	(1,102		)
Net cash used in financing activities	(1,182		)	(905		)
Effect of exchange rate changes on cash and cash equivalents	(239		)	345
Net decrease in cash, cash equivalents and restricted cash	(3,573		)	(3,292		)
Cash, cash equivalents and restricted cash, at beginning of period	20,099			24,158
Cash, cash equivalents and restricted cash, at end of period	$	16,526		$	20,866
Supplemental disclosure of cash flow information
Income taxes paid, net	$	166		$	304
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	13,596		$	17,463
Restricted cash	2,930			3,403
Total cash, cash equivalents and restricted cash	$	16,526		$	20,866

⁽¹⁾ See Note 1 for a summary of adjustments.

See accompanying Notes to Condensed Consolidated Financial Statements.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)


1.	Summary of business and significant accounting policies

Description of business

Telenav, Inc., also referred to in this report as “we,” “our” or “us,” was incorporated in September 1999 in the State of Delaware. We are a leading provider of connected car and location-based products and services. We utilize our automotive navigation platform and our advertising delivery platform to deliver these products and services. Our automotive navigation platform allows us to deliver enhanced location-based services to automobile manufacturers, as well as original equipment manufacturers and tier one suppliers, to which we refer collectively as tier ones. Our automotive solutions primarily include navigation systems built into vehicles, or on-board, mobile phone based navigation systems, or brought-in, and advanced navigation solutions that offer on-board functionality combined with cloud functionality, or hybrid. Our advertising delivery platform, which we provide through our Thinknear subsidiary, delivers highly targeted advertising services leveraging our location expertise. We operate in three segments - automotive, advertising and mobile navigation. Our fiscal year ends on June 30, and in this report we refer to the fiscal year ended June 30, 2018 as “fiscal 2018 ” and the fiscal year ending June 30, 2019 as “fiscal 2019 .”

Basis of presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The condensed consolidated financial statements include the accounts of Telenav, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements include all adjustments (consisting only of normal recurring adjustments) that our management believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

Our condensed consolidated financial statements also include the financial results of Shanghai Jitu Software Development Ltd., or Jitu, located in China. Based on our contractual arrangements with the shareholders of Jitu, we have determined that Jitu is a variable interest entity, or VIE, for which we are the primary beneficiary and are required to consolidate in accordance with Accounting Standards Codification, or ASC, subtopic 810-10, or ASC 810-10, Consolidation: Overall . The results of Jitu did not have a material impact on our financial statements for the three months ended September 30, 2018 and 2017 .

The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for fiscal 2018 , included in our Annual Report on Form 10-K for fiscal 2018 filed with the U.S. Securities and Exchange Commission, or SEC, on September 12, 2018.

Effective July 1, 2018, we adopted the requirements of Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) as discussed in the section titled “ Recently adopted accounting pronouncements ” of this Note 1. All amounts and disclosures set forth in this Form 10-Q have been updated to comply with this standard, as indicated by references to “as adjusted” in these condensed consolidated financial statements and related notes.

With the exception of changes in accounting policies associated with our adoption of the new revenue recognition standard, there have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Form 10-K for fiscal 2018.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions made by us include the determination of revenue recognition and deferred revenue, including estimating and allocating the transaction price of customer contracts, the recoverability of accounts receivable and short-term investments, the determination of acquired intangibles and assessment of goodwill for impairment, the fair value of stock-based awards issued, the determination of income taxes and the recoverability of deferred tax assets. Actual results could differ from those estimates.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

Concentrations of risk and significant customers

Revenue related to products and services provided through Ford Motor Company and affiliated entities, or Ford, comprised 60% and 73% of revenue for the three months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 and June 30, 2018 , receivables due from Ford were 50% and 56% of total accounts receivable, respectively. Revenue related to products and services provided through General Motors Holdings and its affiliates, or GM, comprised 13% and less than 10% of revenue for the three months ended September 30, 2018 and 2017 , respectively. As of September 30, 2018 and June 30, 2018 , receivables due from GM were 16% and 10% of total accounts receivable, respectively.

Restricted cash

As of September 30, 2018 and June 30, 2018 , we had restricted cash of $2.9 million and $3.0 million , respectively, on our consolidated balance sheets, comprised primarily of prepayments from a customer.

Accumulated other comprehensive loss, net of tax

The components of accumulated other comprehensive loss, net of related taxes, and activity as of September 30, 2018 , were as follows (in thousands):



	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Available-for-Sale Securities			Total
Balance, net of tax as of June 30, 2018	$	(1,163	)	$	(692	)	$	(1,855	)
Other comprehensive income (loss) before reclassifications, net of tax	(217		)	89			(128		)
Amount reclassified from accumulated other comprehensive loss, net of tax	—			2			2
Other comprehensive income (loss), net of tax	(217		)	91			(126		)
Balance, net of tax as of September 30, 2018	$	(1,380	)	$	(601	)	$	(1,981	)

The amount of income tax benefit allocated to each component of accumulated other comprehensive loss was not material for the three months ended September 30, 2018 .

Goodwill

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually on April 1 or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

During the three months ended March 31, 2018, certain mobile navigation customer contracts were amended and certain other customers indicated their intent with respect to terminating services in the near term. Based upon a qualitative assessment indicating that it was more likely than not that the fair value of the mobile navigation reporting unit was less than its carrying value, we performed an interim goodwill impairment test for our mobile navigation segment. In assessing its fair value, we made assumptions regarding our estimated future cash flows, weighted average cost of capital and timing over which the cash flows will occur, amongst other factors. Based on the results of our goodwill impairment test, the carrying value of our mobile navigation business exceeded its estimated fair value and, accordingly, during the three months ended March 31, 2018, we recognized a $2.7 million impairment of all of the goodwill associated with our mobile navigation segment.

Recently adopted accounting pronouncements

In November 2016, the Financial Accounting Standards Board, or FASB, issued new guidance to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The new guidance requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and ending total amounts shown in the statement of cash flows. The new standard was effective for us in our first quarter of fiscal 2019 and requires a retrospective method of adoption. We adopted this standard on July 1, 2018 on a retrospective basis, resulting in immaterial changes to our previously reported condensed consolidated statement of cash flows for the three months ended September 30, 2017 .

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

In August 2016, the FASB issued new guidance which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The new standard was effective for us in our first quarter of fiscal 2019. We adopted this standard on July 1, 2018, and it did not have a material impact to our condensed consolidated statements of cash flows.

In March 2016, the FASB issued new guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross versus net. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customer. The new standard was effective for us in our first quarter of fiscal 2019. We adopted this standard on July 1, 2018 in connection with our adoption of ASU 2014-09 discussed below, and it did not have a material impact to our condensed consolidated financial statements.

In January 2016, the FASB issued new guidance that amends the accounting and disclosures of financial instruments, including a provision that requires equity investments (except for investments accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in current earnings. A practicality exception applies to those equity investments that do not have a readily determinable fair value. These investments may be measured at cost, adjusted for changes in observable prices minus impairment. The new standard was effective prospectively for us in our first quarter of fiscal 2019 for our equity investments, which were previously accounted for under the cost-method. We adopted this standard on July 1, 2018. See Note 4 to these condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition . Under Topic 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. In conjunction with Topic 606, a new subtopic, ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers , was also issued. The updated standard replaces most existing revenue recognition and certain cost guidance under GAAP. Collectively, we refer to Topic 606 and Subtopic 340-40 as “ASC 606.”

We adopted ASC 606 effective July 1, 2018, utilizing the full retrospective transition method. Adoption of ASC 606 resulted in changes to our accounting policies for revenue recognition and deferred costs as detailed below. We applied ASC 606 using a practical expedient where the consideration allocated to the remaining performance obligations or an explanation of when we expect to recognize that amount as revenue for all reporting periods presented before the date of the initial application is not disclosed.

The effect of adopting ASC 606 on fiscal 2018 was material to our statements of operations and balance sheets as a result of its impact on the recognition of revenue and associated third-party content costs for certain of our on-board and brought-in automotive navigation solutions. The adoption of ASC 606 had no significant impact on our advertising and mobile navigation business segments. The adoption of ASC 606 resulted in reductions to deferred costs (asset) and deferred revenue (liability) balances, and accelerated the recognition of revenues and deferred costs in the automotive segment.

With respect to on-board automotive solutions, historically we recognized revenue and associated content costs over the life of our contractual obligations when map updates were included, and we deferred substantially all revenue and associated content costs pending the delivery of future specified upgrades. Instead, as of July 1, 2018, we recognize revenue related to royalties for distinct software and content that has been accepted as transfer of control takes place, with an allocation of the transaction price based on the relative standalone selling price, or SSP, of map updates, specified upgrades, and other services as applicable, which we will recognize with the associated content costs at a point in time or over time as we transfer control of the related performance obligation.

Regarding brought-in automotive solutions, historically we recognized revenue for each royalty over the expected remaining term of the service obligation. Effective July 1, 2018, since these contracts contain variable consideration we will estimate the total transaction price each reporting period using a probability assessment, and then recognize revenue ratably over the period the services obligation is expected to be fulfilled, as further described in the section titled “ Services revenue ” of this Note 1.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

software under ASC 340-40 since acceptance is generally required for control of the software to transfer. For brought-in automotive solutions, such costs will be amortized over the period the services obligation is expected to be fulfilled, since software development does not represent a distinct performance obligation in the case of brought-in automotive solutions. Historically, we recognized such costs for brought-in automotive solutions upon acceptance of the software.

We adjusted our condensed consolidated financial statements from amounts previously reported due to the adoption of ASC 606. Summarized financial information depicting the impact of ASC 606 is presented below. Our historical net cash flows provided by or used in operating, investing and financing activities are not impacted by the adoption of ASC 606. (Amounts in thousands, except per share data):



	As of June 30, 2018
	As Reported			Adjustments			As Adjusted
Assets
Deferred costs	$	31,888		$	(21,982	)	$	9,906
Deferred costs, noncurrent	109,269			(62,906		)	46,363
Liabilities and stockholders’ equity
Deferred revenue	52,871			(34,676		)	18,195
Deferred revenue, noncurrent	182,236			(128,381		)	53,855
Accumulated deficit	(135,042		)	78,172			(56,870		)



	Three Months Ended September 30, 2017
	As Reported			Adjustments			As Adjusted
Revenue:
Product	$	23,964		$	18,695		$	42,659
Services	12,694			1,609			14,303
Total revenue	36,658			20,304			56,962
Cost of revenue:
Product	14,674			14,767			29,441
Services	6,173			209			6,382
Total cost of revenue	20,847			14,976			35,823
Gross profit	15,811			5,328			21,139
Operating expenses:
Research and development	21,082			(401		)	20,681
Total operating expenses	31,607			(401		)	31,206
Loss from operations	(15,796		)	5,729			(10,067		)
Net loss	(16,098		)	5,729			(10,369		)
Net loss per share, basic and diluted	$	(0.37	)	$	0.13		$	(0.24	)

The following accounting policies have been updated to reflect the adoption of ASC 606.

Revenue recognition

The core principle of ASC 606 is to recognize revenue to depict the transfer of products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. This principle is achieved through applying the following five-step approach:


•	Identification of the contract, or contracts, with a customer


•	Identification of the performance obligations in the contract


•	Determination of the transaction price

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)


•	Allocation of the transaction price to the performance obligations in the contract


•	Recognition of revenue when, or as, the company satisfies a performance obligation

We generate revenue primarily from software licenses, service subscriptions and customized software development fees, as well as the delivery of advertising impressions. We evaluate whether it is appropriate to recognize revenue based on the gross amount billed to our customers or the net amount earned as revenue. Since we control the products or services prior to their transfer to the customer, we report our automotive, advertising and mobile navigation revenue on a gross basis. This assessment is based primarily on our ultimate primary responsibility for fulfilling the promises made with respect to the products and services as well as the degree of discretion we have in establishing pricing.

Royalties for on-board navigation solutions are generally earned at various points in time, depending upon the individual customer agreement. We earn each royalty upon either the re-imaging of the software on each individual memory card or the time at which each vehicle is produced. Royalties for brought-in navigation solutions are earned upon vehicle sales reporting or upon initial usage by the end user.

Product revenue

We generate product revenue from the delivery of our on-board automotive navigation solutions, specified map updates and customized software development.

We recognize revenue from on-board automotive navigation solutions upon transfer of control of the customized software and any associated integrated content together forming a distinct performance obligation. Transfer of control generally occurs at a point in time upon acceptance. Any royalties for the use of distinct software combined with integrated content, with an allocation of the transaction price based on the relative SSP of map updates, specified upgrades, and other services as applicable, are recognized at the later of when the royalties are earned or when transfer of control of the related performance obligation has occurred.

For hybrid automotive solutions, which contain on-board software and cloud functionality, the transaction price allocated to the on-board component is generally recognized as product revenue as described above, and the transaction price allocated to the included cloud functionality based on relative SSP is generally recognized as services revenue. Since the on-board software is still the predominant item in the hybrid solution, the royalties recognition guidance applies as it does for on-board navigation solutions described above. Our brought-in automotive navigation solutions as described below are subject to variable consideration and constraint guidance.

Services revenue

We derive services revenue primarily from our brought-in automotive navigation solutions. Since these contracts typically contain a substantial amount of variable consideration that is required to be estimated and included in the transaction price, we include in the transaction price only variable consideration such that it is probable that a risk of significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Total variable consideration to be received is estimated at contract inception and updated at each reporting date. We utilize the expected value method and consider expected unit volume combined with a risk-based probability based on factors including, but not limited to: model year cycles, customer history, technology life cycles, nature of competition and other contract-specific factors. Because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period the services obligation is expected to be fulfilled, generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

We also derive services revenue from the delivery of advertising impressions. We recognize revenue when transfer of control of the related advertising services occur based on the specific terms of each advertising contract, which are generally based on the number of ad impressions delivered. Substantially all contracts for advertising services are cancellable within a short period of notice, and we assess whether pricing within such contracts create any material right which could extend the expected term of the contract beyond the cancellable term.

In addition, we derive a declining amount of services revenue from subscriptions to access our mobile navigation services, which are generally provided through our wireless carrier customers that offer our services to their subscribers. Our wireless carrier customers typically pay us based on a revenue sharing arrangement or a monthly subscription fee per end user, which is considered variable consideration. For such variable consideration related to our mobile navigation services, these fees are recognized in the month in which they are earned because the terms of the variable payments relate specifically to the

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

outcome from transferring the distinct time increment (month) of service, which is consistent with the allocation objective when considering all of the performance obligations and payment terms in the contract.

We recognize monthly fees related to our mobile navigation services in the month we provide the services. We defer amounts received or billed in advance of the service being provided and recognize the deferred amounts when the obligation has been fulfilled. Our agreements do not contain general rights of refund once the service has been provided.

In certain instances, due to the nature and timing of monthly revenue and reporting from our customers, we may be required to make estimates of the amount of revenue to recognize from a customer for the current period. Estimates for revenue include our consideration of certain factors and information, including subscriber data, historical subscription and revenue reporting trends, end user subscription data from our internal systems, and data from comparable distribution channels of our other customers. We record any differences between estimated revenue and actual revenue in the reporting period when we determine the actual amounts. To date, actual amounts have not differed materially from our estimates.

Disaggregation of revenue

In order to further depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors, the following table depicts the disaggregation of revenue according to revenue type and pattern of recognition, and is consistent with how we evaluate our financial performance (in thousands):



	Three Months Ended September 30,
	2018		2017
Product
On-board automotive navigation solutions (point in time) ⁽¹⁾	$	40,471	$	42,659
Total product revenue	40,471		42,659
Services
Brought-in automotive navigation solutions (over time) ⁽²⁾	2,980		2,949
Advertising services (point in time)	5,947		7,615
Mobile navigation services (over time)	2,770		3,739
Total services revenue	11,697		14,303
Total revenue	$	52,168	$	56,962
⁽¹⁾ Includes royalties earned and recognized at the point in time usage occurs, map updates and customized software development fees.
⁽²⁾ Includes royalties earned and recognized over time from the allocation of transaction price to service obligations.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

Contracts with multiple performance obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP based on, if available, observable prices for those related products and services when sold separately. When observable prices are not available, we determine SSP based on our overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of the contracts, the products and services sold, and stated prices for renewal. In such instances, we apply the expected cost plus margin method and the residual method in cases where we have not yet established a price and the product or service has not previously been sold on a standalone basis.

Contract assets

Contract assets relate to our rights to consideration for performance obligations satisfied but not billed at the reporting date. As of September 30, 2018 and June 30, 2018 , we had no contract assets.

Deferred revenue

Deferred revenue consists primarily of amounts that have been invoiced, and for which we have the right to bill, in advance of performance obligations being satisfied and revenue being recognized under our contracts with customers. Deferred revenue associated with performance obligations that are anticipated to be satisfied during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent deferred revenue in our condensed consolidated balance sheets.

In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust consideration for the effects of a significant financing portion for periods of one year or less, for example, in the case of customized software development fees paid in advance of acceptance of the software. Substantially all brought-in automotive navigation solutions contain consideration paid significantly in advance of our provision of the services. In these cases, we have determined such contracts do not include a significant financing component, since neither we nor the applicable automobile manufacturer or tier one is substantially in control of such consideration, as revenue from these contracts is driven by future sales demand of a particular vehicle.

Cost of revenue

Our cost of revenue consists primarily of the cost of third-party royalty based content, such as map, points of interest, or POI, traffic, gas price and weather data, and voice recognition technology that we use in providing our personalized navigation services. Our cost of revenue also includes the cost of third-party exchange ad inventory as well as expenses associated with outsourced hosting services, data center operations, customer support, the amortization of capitalized software, recognition of deferred customized software development costs, stock-based compensation and amortization of acquired developed technology.

Deferred costs

We capitalize and defer recognition of certain third-party royalty-based content costs associated with the fulfillment of future automotive product and services obligations, and we recognize these deferred content costs as cost of revenue as we transfer control of the related performance obligation. Deferred costs are classified as current or non-current consistent with the periods over which the performance obligations are anticipated to be satisfied.

Deferred costs also include the cost of customized software we develop for customers. We begin deferring development costs when they relate directly to a contract or specific anticipated contract and such costs are incurred to satisfy performance obligations in the future, provided they are expected to be recovered. We recognize these deferred software development costs as cost of revenue upon transfer of control of the associated performance obligation. We evaluate contract cost deferrals for impairment on a quarterly basis or whenever events or changes in circumstances indicate that a project may require recognition of a contract loss. We did not record any impairment losses during the three months ended September 30, 2018 and 2017 .

In connection with our usage of licensed third-party content, our contracts with certain licensors include minimum guaranteed royalty payments, which are payable regardless of the ultimate volume of revenue derived from the number of paying end users. These contracts contain obligations for the licensor to provide ongoing services and, accordingly, we record any minimum guaranteed royalty payments as an asset when paid and amortize the amount to cost of revenue over the applicable period. Any additional royalties due based on actual usage are expensed monthly as incurred.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

Changes in the balance of total deferred costs (current and non-current) during the three months ended September 30, 2018 are as follows (in thousands):



	Deferred Costs
	Content			Development			Total
Balance, June 30, 2018 (as adjusted)	$	46,790		$	9,479		$	56,269
Content licensing costs incurred	29,114			—			29,114
Customized software development costs incurred	—			554			554
Less: cost of revenue recognized	(25,028		)	(601		)	(25,629		)
Balance, September 30, 2018	$	50,876		$	9,432		$	60,308

Recent accounting pronouncements

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , or ASU 2018-15, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to defer and recognize as an asset. This guidance is effective for us in our first quarter of fiscal 2021. Early adoption is permitted and the guidance allows for a retrospective or prospective application. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.

With the exception of the recently adopted and new accounting pronouncements discussed above, there have been no other changes in accounting pronouncements during the three months ended September 30, 2018 , as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for fiscal 2018, that are of significance or potential significance to us.


2.	Net income (loss) per share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury-stock method.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):



	Three Months Ended September 30,
	2018			2017
Net loss	$	(7,943	)	$	(10,369	)
Weighted average common shares used in computing net loss per share, basic and diluted	45,018			44,079
Net loss per share, basic and diluted	$	(0.18	)	$	(0.24	)

The following potential shares outstanding as of September 30, 2018 and 2017 were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect (in thousands):



	September 30,
	2018	2017
Stock options	5,263	5,599
Restricted stock units	2,536	3,035
Total	7,799	8,634

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)


3.	Cash, cash equivalents and short-term investments

Cash and cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase, including money market funds. Short-term investments consist of readily marketable securities with a remaining maturity of more than three months from the date of purchase. Short-term investments are classified as current assets, even though maturities may extend beyond one year, because they represent investments of cash available for operations. We classify all cash equivalents and short-term investments as “available for sale,” as these investments are free of trading restrictions. These marketable securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as accumulated other comprehensive income (loss) and included as a separate component of stockholders’ equity. Gains and losses are recognized when realized. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings. Gains and losses are determined using the specific identification method. We had no material realized gains or losses in the three months ended September 30, 2018 and 2017 .

Cash, cash equivalents and short-term investments consisted of the following as of September 30, 2018 (in thousands):



Description	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash	$	11,053	$	—	$	—		$	11,053
Cash equivalents:
Money market mutual funds	196		—		—			196
U.S. treasury securities	200		—		—			200
U.S. agency securities	500		—		—			500
Commercial paper	1,247		—		—			1,247
Corporate bonds	400		—		—			400
Total cash equivalents	2,543		—		—			2,543
Total cash and cash equivalents	13,596		—		—			13,596
Short-term investments:
U.S. treasury securities	5,237		—		(36		)	5,201
U.S. agency securities	1,799		—		(12		)	1,787
Asset-backed securities	7,853		1		(66		)	7,788
Municipal securities	3,220		—		(4		)	3,216
Commercial paper	3,983		—		(1		)	3,982
Corporate bonds	46,048		6		(353		)	45,701
Total short-term investments	68,140		7		(472		)	67,675
Cash, cash equivalents and short-term investments	$	81,736	$	7	$	(472	)	$	81,271

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

Cash, cash equivalents and short-term investments consisted of the following as of June 30, 2018 (in thousands):



Description	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash	$	10,202	$	—	$	—		$	10,202
Cash equivalents:
Money market mutual funds	3,751		—		—			3,751
U.S. treasury securities	498		—		—			498
Commercial paper	2,666		—		—			2,666
Total cash equivalents	6,915		—		—			6,915
Total cash and cash equivalents	17,117		—		—			17,117
Short-term investments:
U.S. treasury securities	4,737		—		(34		)	4,703
U.S. agency securities	2,424		—		(16		)	2,408
Asset-backed securities	8,040		1		(72		)	7,969
Municipal securities	2,220		—		(4		)	2,216
Commercial paper	1,249		—		—			1,249
Corporate bonds	49,717		2		(435		)	49,284
Total short-term investments	68,387		3		(561		)	67,829
Cash, cash equivalents and short-term investments	$	85,504	$	3	$	(561	)	$	84,946

The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category, that have been in an unrealized loss position for less than twelve months or a continuous unrealized loss position for twelve months or greater, as of September 30, 2018 and June 30, 2018 (in thousands):



	September 30, 2018
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. treasury securities	$	4,219	$	(21	)	$	981	$	(15	)	$	5,200	$	(36	)
U.S. agency securities	994		(6		)	1,293		(6		)	2,287		(12		)
Asset-backed securities	3,779		(25		)	3,400		(41		)	7,179		(66		)
Municipal securities	2,716		(4		)	—		—			2,716		(4		)
Commercial paper	5,229		(1		)	—		—			5,229		(1		)
Corporate bonds	24,920		(214		)	15,285		(139		)	40,205		(353		)
Total	$	41,857	$	(271	)	$	20,959	$	(201	)	$	62,816	$	(472	)



	June 30, 2018
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. treasury securities	$	4,703	$	(34	)	$	—	$	—		$	4,703	$	(34	)
U.S. agency securities	1,118		(6		)	1,290		(10		)	2,408		(16		)
Asset-backed securities	5,368		(69		)	1,562		(3		)	6,930		(72		)
Municipal securities	1,716		(4		)	—		—			1,716		(4		)
Commercial paper	1,249		—			—		—			1,249		—
Corporate bonds	34,982		(318		)	10,880		(117		)	45,862		(435		)
Total	$	49,136	$	(431	)	$	13,732	$	(130	)	$	62,868	$	(561	)

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

There were 90 securities and 111 securities in an unrealized loss position for less than twelve months at September 30, 2018 and at June 30, 2018 , respectively, and 44 securities and 25 securities in an unrealized loss position for twelve months or greater at September 30, 2018 and at June 30, 2018 , respectively.

The following table summarizes the cost and estimated fair value of short-term fixed income securities classified as short-term investments based on stated maturities as of September 30, 2018 (in thousands):



	Amortized Cost		Estimated Fair Value
Due within one year	$	36,318	$	36,186
Due between one and two years	23,888		23,637
Due between two and three years	7,934		7,852
Total	$	68,140	$	67,675

Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of other income (expense), net. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. As of September 30, 2018 , we did not consider any of our short-term investments to be other-than-temporarily impaired.


4.	Fair value of financial instruments

Cash equivalents and short-term investments

We measure certain financial instruments at fair value on a recurring basis. We utilize a hierarchy, which consists of three levels, for disclosure of the inputs used to determine the fair value of our financial instruments.

Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities.

Level 2 valuations are based on inputs that are observable, either directly or indirectly, other than quoted prices included within Level 1. Such inputs used in determining fair value for Level 2 valuations include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 valuations are based upon information that is unobservable and significant to the overall fair value measurement.

Where applicable, we use quoted prices in active markets for similar assets to determine fair value of Level 2 short-term investments. If quoted prices in active markets for identical assets are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. If quoted prices for identical or similar assets are not available, we use third-party valuations utilizing underlying assets assumptions.

All of our cash equivalents and short-term investments are classified within Level 1 or Level 2. As of September 30, 2018 and June 30, 2018 , we did not have any short-term investments that require Level 3 valuations. The fair values of these financial instruments were determined using the following inputs at September 30, 2018 (in thousands):

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)



	Fair Value Measurements at September 30, 2018 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market mutual funds	$	196	$	196	$	—	$	—
U.S. treasury securities	200		200		—		—
U.S. agency securities	500		—		500		—
Commercial paper	1,247		—		1,247		—
Corporate bonds	400		—		400		—
Total cash equivalents	2,543		396		2,147		—
Short-term investments:
U.S. treasury securities	5,201		5,201		—		—
U.S. agency securities	1,787		—		1,787		—
Asset-backed securities	7,788		—		7,788		—
Municipal securities	3,216		—		3,216		—
Commercial paper	3,982		—		3,982		—
Corporate bonds	45,701		—		45,701		—
Total short-term investments	67,675		5,201		62,474		—
Cash equivalents and short-term investments	$	70,218	$	5,597	$	64,621	$	—

The fair values of our financial instruments were determined using the following inputs at June 30, 2018 (in thousands):



	Fair Value Measurements at June 30, 2018 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Cash equivalents:
Money market mutual funds	$	3,751	$	3,751	$	—	$	—
U.S. treasury securities	498		498
Commercial paper	2,666		—		2,666		—
Total cash equivalents	6,915		4,249		2,666		—
Short-term investments:
U.S. treasury securities	4,703		4,703		—		—
U.S. agency securities	2,408		—		2,408		—
Asset-backed securities	7,969		—		7,969		—
Municipal securities	2,216		—		2,216		—
Commercial paper	1,249		—		1,249		—
Corporate bonds	49,284		—		49,284		—
Total short-term investments	67,829		4,703		63,126		—
Cash equivalents and short-term investments	$	74,744	$	8,952	$	65,792	$	—

Accretion of net premium on short-term investments totaled $5,000 and $59,000 in the three months ended September 30, 2018 and 2017 , respectively.

There were no transfers between Level 1 and Level 2 financial instruments in the three months ended September 30, 2018 and 2017 .

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

We did not have any financial liabilities measured at fair value on a recurring basis as of September 30, 2018 or June 30, 2018 .

Non-marketable equity investments

Our non-marketable equity securities are investments in privately held companies without readily determinable market values.

Prior to July 1, 2018, we accounted for our non-marketable equity investments at cost less impairment. Realized gains and losses on non-marketable equity investments sold or impaired were recognized in other income (expense), net. As of June 30, 2018 , non-marketable equity investments accounted for under the cost method had a carrying value of $708,000 .

On July 1, 2018, we adopted ASU 2016-01, which changed the way we account for non-marketable equity securities. The carrying value of our non-marketable equity securities is measured at cost and adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. Because we adopted ASU 2016-01 prospectively for investments without readily determinable market values, we apply the measurement alternative commencing July 1, 2018. Non-marketable equity securities remeasured during the three months ended September 30, 2018 are classified within Level 3 in the fair value hierarchy because we estimate the value based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold.

During the three months ended September 30, 2018 , we recorded an upward adjustment to carrying value resulting from the sale of similar securities by an investee company. A summary of unrealized gains and losses recorded in other income (expense), net, and included as adjustments to the carrying value of non-marketable equity securities held as of September 30, 2018 is as follows (in thousands):



Carrying value (cost basis), June 30, 2018	$	708
Upward adjustments	1,259
Downward adjustments (including impairment)	—
Carrying value, September 30, 2018	$	1,967

Included in the $2.0 million carrying value of non-marketable equity securities, $1.5 million was measured at fair value based on observable market transactions, resulting in a net unrealized gain of $1.3 million as of September 30, 2018 .


5.	Balance sheet information

Goodwill and intangible assets, net

Goodwill as of September 30, 2018 and June 30, 2018 was $28.7 million .

Intangible assets consisted of the following (in thousands):



	September 30, 2018			June 30, 2018
Acquired developed technology	$	13,875		$	13,875
Less accumulated amortization	(11,775		)	(11,491		)
Intangible assets, net	$	2,100		$	2,384

Acquired developed technology is amortized on a straight-line basis over the expected useful life. Amortization expense related to intangibles was $284,000 and $283,000 for the three months ended September 30, 2018 and 2017 , respectively.

As of September 30, 2018 , remaining amortization expense for intangible assets by fiscal year is as follows: $720,000 in fiscal 2019, $872,000 in fiscal 2020 and $509,000 in fiscal 2021.

Accrued expenses

Accrued expenses consisted of the following (in thousands):

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)



	September 30, 2018		June 30, 2018
Accrued compensation and benefits	$	5,854	$	12,024
Accrued royalties	17,823		16,298
Customer overpayments and related reserves	7,153		5,356
Other accrued expenses	5,208		5,125
Total accrued expenses	$	36,038	$	38,803


6.	Deferred revenue and remaining performance obligations

Deferred revenue

Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition under our contracts with customers and is recognized upon transfer of control. Changes in the balance of total deferred revenue (current and non-current) during the three months ended September 30, 2018 are as follows (in thousands):



Beginning balance, June 30, 2018 (as adjusted)	$	72,050
Revenue recognized that was included in beginning balance	(6,616		)
Amount billed, net of revenue recognized that was not included in beginning balance	13,489
Ending balance, September 30, 2018	$	78,923

The cumulative adjustment as a result of changes in the estimate of the transaction price of customer contracts during the three months ended September 30, 2018 was a net reduction in revenue recognized of $0.4 million . In addition, the amount of revenue recognized in the current period from performance obligations satisfied or partially satisfied in previous periods was $0.4 million .

Remaining performance obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods. As of September 30, 2018 , the aggregate amount of the transaction price allocated to remaining performance obligations for our automotive segment was $68.5 million , which is expected to be recognized over a remaining period of 5 to 8 years. This amount excludes the variable consideration that falls under the exemption for usage-based royalties promised in exchange for a license of intellectual property. We have used the practical expedient to not disclose amounts related to the comparative period under ASC 606.

The aggregate amount of transaction price allocated to the remaining performance obligations for advertising services and mobile navigation services as of September 30, 2018 was not material.


7.	Commitments and contingencies

Operating lease and purchase obligations

In August 2017, we terminated our sublease with Avaya Inc. for our Santa Clara, California headquarters facility and signed a new direct lease agreement, effective in September 2017, for this same facility. In connection with the sublease termination agreement, we recorded the following amounts during the three months ended September 30, 2017 : i) the reversal of $538,000 of deferred rent related to the sublease, with an offsetting credit to rent expense, as amortization of this deferred rent liability is no longer required, and ii) the recognition of $582,000 of tenant improvement allowance related to the sublease, with an offsetting credit to depreciation expense, as amortization of this allowance is no longer required.

As of September 30, 2018 , we had future minimum non-cancelable financial commitments primarily related to office space under non-cancelable operating leases and license fees due to certain of our third-party content providers, regardless of usage level. The aggregate future minimum commitments were comprised of the following (in thousands):



	Payments Due by Period
	Total		Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022		Fiscal 2023		Thereafter
Operating lease obligations	$	15,534	$	3,023	$	4,125	$	3,012	$	2,642	$	2,206	$	526
Purchase obligations	7,115		2,998		1,491		965		415		415		831
Total contractual obligations	$	22,649	$	6,021	$	5,616	$	3,977	$	3,057	$	2,621	$	1,357

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

Contingencies

From time to time, we may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. When we believe a loss or a cost of indemnification is probable and can be reasonably estimated, we accrue the estimated loss or cost of indemnification in our consolidated financial statements. Where the outcome of these matters is not determinable, we do not make a provision in our financial statements until the loss or cost of indemnification, if any, is probable and can be reasonably estimated or the outcome becomes known. We expense legal fees related to these matters as they are incurred.

On July 28, 2016, Nathan Gergetz filed a putative class action complaint in the U.S. District Court for the Northern District of California, alleging that Telenav violated the Telephone Consumer Protection Act, or TCPA. The complaint purports to be filed on behalf of a class, and it alleged that Telenav caused unsolicited text messages to be sent to the plaintiff from July 6, 2016 to July 26, 2016. Plaintiffs sought statutory and actual damages under the TCPA law, attorneys’ fees and costs of the action, and an injunction to prevent any future violations. A settlement was subsequently reached, and the plaintiff filed a motion for preliminary approval of class action settlement on March 5, 2018. The court granted preliminary approval of the class action settlement on April 30, 2018 and final approval of the settlement on September 27, 2018. The settlement became effective on October 30, 2018 and was paid by our technology errors and omissions liability insurance policy, after payment of our deductible of $250,000 . We accrued the $250,000 deductible payment in fiscal 2018.

In addition, we have received, and expect to continue to receive, demands for indemnification from our customers, which demands can be very expensive to settle or defend, and we have in the past offered to contribute to settlement amounts and incurred legal fees in connection with certain of these indemnity demands. A number of these indemnity demands, including demands relating to pending litigation, remain outstanding and unresolved as of the date of this Form 10-Q. Furthermore, in response to these demands we may be required to assume control of and bear all costs associated with the defense of our customers in compliance with our contractual commitments. At this time, we are not a party to the following cases; however, our customers requested that we indemnify them in connection with such cases.

In August 2017, AT&T Mobility LLC, or AT&T, and Sprint Spectrum L.P., or Sprint, sent Telenav indemnification requests relating to patent infringement lawsuits brought by Location Based Services LLC, alleging patent infringement by the AT&T Navigator system and App for iOS and Android, and the Sprint Scout System and the Sprint Scout App for iOS and Android. Location Based Services LLC filed separate lawsuits against AT&T and Sprint in the U.S. District Court for the Eastern District of Texas, asserting five U.S. Patents. Telenav agreed to indemnify and defend AT&T and Sprint in connection with these matters. We accrued $250,000 related to these matters in the three months ended September 30, 2017 and recorded this amount as legal settlement and contingencies expense in our consolidated statement of operations. On November 22, 2017, Location Based Services LLC entered into a Settlement and License Agreement with Telenav for the patents in suit and 15 other patents assigned to Location Based Services LLP.

In November 2017, Traxcell Technologies, LLC, or Traxcell, filed patent infringement lawsuits against AT&T and Sprint in the U.S. District Court for the Eastern District of Texas. On November 9, 2017, AT&T tendered control of the defense of one of the patents alleged to be infringed upon in the case and sought indemnification for the entire amount of litigation expenses related to the patent and Telenav products, including discovery, defensive intellectual property rights and any judgment rendered in, or settlement of, the lawsuit. Telenav has not accepted tender of the defense. Although we have agreed to indemnify AT&T to the extent that the claims relate to the ordinary use of Telenav products, we have not yet determined the extent of our indemnification obligations to AT&T.

On April 12, 2018, Traxcell served its infringement contentions, identifying Telenav products as being at issue in the AT&T litigation. On August 14, 2018, we filed a motion to intervene and stay or sever the claims against AT&T related to AT&T Navigator. On September 11, 2018, Traxcell filed a response to that motion objecting only to our motion to stay or sever. On November 7, 2018, the court granted our motion to intervene but did not rule on our motion to stay or sever, which is still pending before the court.

On June 15, 2018, Telenav filed a complaint against Traxcell seeking a declaratory judgment of non-infringement against the plaintiff. On August 31, 2018, Traxcell filed a motion to dismiss the declaratory judgment complaint asserting that there is no actual controversy because Traxcell does not assert that the AT&T product by itself infringes the patent. The motion is pending before the court.

Due to the preliminary nature of and uncertainties relating to the Traxcell litigation, we are unable at this time to estimate the effects of these matters on our financial condition, results of operations or cash flows.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

While we presently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows or overall trends in results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. Unfavorable final outcomes may have a material adverse impact on our business, financial position, cash flows or overall trends in results of operations.


8.	Guarantees and indemnifications

Our agreements with our customers generally include certain provisions for indemnifying them against liabilities if our products and services infringe a third party’s intellectual property rights or for other specified matters. We have in the past received indemnification requests or notices of their intent to seek indemnification in the future from our customers with respect to specific litigation claims in which our customers have been named as defendants. The maximum amount of potential future indemnification is unlimited.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a directors and officers insurance policy that limits our potential exposure. We believe that any financial exposure related to these indemnification agreements is not material.


9.	Stock-based compensation

Under our 2009 Equity Incentive Plan and 2011 Stock Option and Grant Plan, eligible employees, directors and consultants are able to participate in our future performance through awards of nonqualified stock options, incentive stock options and restricted stock units as authorized by our board of directors. In addition, we have granted restricted common stock in connection with certain acquisitions.

A summary of our stock option activity is as follows (in thousands except per share and contractual life amounts):



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Options outstanding as of June 30, 2018	5,116		$	6.48
Granted	290		$	5.10
Exercised	(5	)	$	5.01
Canceled or expired	(138	)	$	7.44
Options outstanding as of September 30, 2018	5,263		$	6.38	5.70	$	87,949
As of September 30, 2018:
Options vested and expected to vest	5,100		$	6.40	5.60	$	85,445
Options exercisable	3,884		$	6.60	4.81	$	65,956

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

A summary of our restricted stock unit, or RSU, activity is as follows (in thousands except contractual life amounts):



	Number of Shares		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
RSUs outstanding as of June 30, 2018	3,068
Granted	187
Vested	(600	)
Canceled	(119	)
RSUs outstanding as of September 30, 2018	2,536		1.47	$	12,807
As of September 30, 2018:
RSUs expected to vest	2,146		1.34	$	10,839

During the three months ended September 30, 2018 , pursuant to the annual increase provisions of our 2009 Equity Incentive Plan, the number of shares available for grant under this plan increased by 1,666,666 shares. The last annual increase in the shares reserved for issuance under our 2009 Equity Incentive Plan will occur on July 1, 2019, and the plan will expire in October 2019 as to new awards. A summary of our shares available for grant activity is as follows (in thousands):



	Number of Shares
Shares available for grant as of June 30, 2018	3,169
Additional shares authorized	1,667
Granted	(477	)
RSUs withheld for taxes in net share settlements	215
Canceled	257
Shares available for grant as of September 30, 2018	4,831

The following table summarizes the stock-based compensation expense recorded for stock options and RSUs issued to employees and nonemployees (in thousands):



	Three Months Ended September 30,
	2018		2017
Stock option awards	$	429	$	596
RSU awards	1,840		1,884
Total stock-based compensation expense	$	2,269	$	2,480

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

We use valuation pricing models to determine the fair value of stock-based awards. The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The weighted average assumptions used to value stock option awards granted and the resulting weighted average grant date fair value per share were as follows:



	Three Months Ended September 30,
	2018			2017
Expected volatility	39		%	49		%
Expected term (in years)	6.87			6.22
Risk-free interest rate	2.99		%	1.64		%
Dividend yield	—		%	—		%
Weighted average grant date fair value per share	$	2.32		$	3.07


10.	Income taxes

The effective tax rate for the periods presented is the result of the mix of forecasted fiscal year income earned or loss incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes was $630,000 in the three months ended September 30, 2018 compared to $255,000 in the three months ended September 30, 2017 . Our provision for income taxes of $630,000 and $255,000 for the three months ended September 30, 2018 and 2017 , respectively, was comprised primarily of foreign withholding taxes and income taxes in foreign jurisdictions where we have profit. Our effective tax rate of 9% and 3% for the three months ended September 30, 2018 and 2017 , respectively, was less than the tax amount computed at the U.S. federal statutory income tax rate due primarily to losses for which no benefit will be recognized since they are not more likely than not to be realized due to the lack of current and future income and the inability to carryback losses within the two-year carryback period, when applicable.

We record liabilities related to unrecognized tax benefits in accordance with authoritative guidance on accounting for uncertain tax positions. As of September 30, 2018 and June 30, 2018 , our cumulative unrecognized tax benefits were $4.7 million and $3.8 million , respectively. Included in the balance of unrecognized tax benefits at September 30, 2018 and June 30, 2018 was $205,000 and $98,000 , respectively, that if recognized, would affect the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits as part of our provision for federal, state and foreign income taxes. We accrued $100,000 and $97,000 for the payment of interest and penalties at September 30, 2018 and June 30, 2018 , respectively.

We file income tax returns with the Internal Revenue Service, or IRS, California and various states and foreign tax jurisdictions in which we have filing obligations. The statute of limitations remains open from fiscal 2016 for federal tax purposes, from fiscal 2014 in state jurisdictions, and from fiscal 2013 in foreign jurisdictions. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

Due to operating losses in previous years and continued earnings volatility, we maintain a valuation allowance on the majority of our deferred tax assets. Our valuation allowance at June 30, 2018 was $58.3 million . In evaluating our ability to recover our deferred tax assets each quarter, we consider all available positive and negative evidence, including current and previous operating results, ability to carryback losses for a tax refund, and forecasts of future operating results.


11.	Segments

We report segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments.

Our chief executive officer, or CEO, the chief operating decision maker, reviews revenue and gross margin information for each of our reportable segments. In addition, with the exception of accounts receivable and goodwill and intangible assets, we do not identify or allocate our assets by the reportable segments.

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TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

(unaudited)

We report results in three business segments:

Automotive - Our automotive segment utilizes our connected car platform to deliver enhanced location-based navigation services to automobile manufacturers and tier ones. We primarily offer three variations of our connected car products and services to our automobile manufacturer and tier one customers. First, we offer on-board navigation systems that are built into vehicles with all key elements of the system residing in the vehicle as a self-contained application along with the related software and content. Our on-board navigation products do not require access to the Internet or wireless networks to function. Second, we offer advanced hybrid navigation solutions that contain on-board functionality and also add cloud functionality such as cloud search, cloud routing, map updates and “live” data. We refer to these solutions as hybrid navigation. Third, we offer mobile phone-based navigation solutions that run on the phone and provide an interactive map and navigation instructions to the vehicle’s video screen and audio system , which we refer to as brought-in navigation. Finally, we offer a Navigation Software Development Kit, or SDK, that enables our customers to add mapping and location capabilities to their cloud, mobile and on-board automotive applications.

Advertising - Our advertising segment provides interactive mobile advertisements on behalf of our advertising clients to consumers based specifically on the location of the user and other sophisticated targeting capabilities. Our customers include advertisers and advertising agencies.

Mobile Navigation - Our mobile navigation segment provides our map and navigation platform to end users through mobile devices. We distribute our services primarily through our wireless carrier partners.

Our segment results for the three months ended September 30, 2018 and 2017 were as follows (dollars in thousands):



	Three Months Ended September 30,
	2018			2017
Automotive
Revenue	$	43,451		$	45,608
Cost of revenue	26,959			30,861
Gross profit	$	16,492		$	14,747
Gross margin	38		%	32		%
Advertising
Revenue	$	5,947		$	7,615
Cost of revenue	3,220			3,412
Gross profit	$	2,727		$	4,203
Gross margin	46		%	55		%
Mobile Navigation
Revenue	$	2,770		$	3,739
Cost of revenue	925			1,550
Gross profit	$	1,845		$	2,189
Gross margin	67		%	59		%
Total
Revenue	$	52,168		$	56,962
Cost of revenue	31,104			35,823
Gross profit	$	21,064		$	21,139
Gross margin	40		%	37		%

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read together with our condensed consolidated financial statements and the notes to those statements included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements include information concerning our possible or assumed future results of operations, accounting for and future sources of revenue, expectations regarding expenses, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in “Risk Factors” and elsewhere in this Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Form 10-Q.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.

Investors and others should note that we announce material financial information to our investors using our investor relations website (http://investor.telenav.com), SEC filings, press releases, public conference calls and webcasts. We use these channels to communicate with our members and the public about our company, our products and services and other issues. It is possible that the information we post on our investor relations website could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on our investor relations website.

In this Form 10-Q, “we,” “us,” “our” and “Telenav” refer to Telenav, Inc. and its subsidiaries. We operate on a fiscal year ending June 30 and refer to the fiscal year ended June 30, 2018 as “fiscal 2018” and the fiscal year ending June 30, 2019 as “fiscal 2019.”

Overview

Telenav is a leading provider of location-based products and services for connected cars and advertising. We utilize our connected car platform and our advertising platform to deliver these products and services. Our connected car platform allows us to deliver enhanced location-based navigation services to automobile manufacturers and tier one suppliers, or tier ones. Our advertising platform, which we provide through our Thinknear subsidiary, leverages our location expertise and delivers highly targeted advertising services to advertisers and advertising agencies. We report results in three business segments: automotive, advertising and mobile navigation.

We adopted ASC 606 effective July 1, 2018, utilizing the full retrospective transition method. All prior period amounts and disclosures set forth in this Form 10-Q have been adjusted to comply with ASC 606. See Note 1 to our condensed consolidated financial statements for a summary of adjustments.

We derive revenue primarily from automobile manufacturers and tier ones, advertisers and advertising agencies. We receive revenue from automobile manufacturers and tier ones whose vehicles or systems incorporate our proprietary personalized navigation software and services. These automobile manufacturers and tier ones generally do not provide us with any volume or revenue guarantees. In addition, we have a strategic business in mobile advertising where our customers are primarily advertising agencies, which represent national and regional brands, and channel partners, which work closely with local and small business advertisers.

Our legacy mobile navigation business has declined steadily since fiscal 2013, and we expect it to continue to decline. Mobile navigation revenue was $2.8 million in the three months ended September 30, 2018 . We began offering our mobile navigation services in 2003. Our mobile navigation business generates revenue from our partnerships with wireless carriers who sell our navigation services to their subscribers either as a standalone service or in a bundle with other data or services. The mobile navigation business has declined both in absolute dollars and as a percentage of revenue from $116.4 million, or 61% of our revenue, in fiscal 2013 to $2.8 million , or 5% of our revenue, in the three months ended September 30, 2018 as

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subscriptions for paid navigation services declined in favor of free or freemium navigation services offered by our competitors with greater resources and name recognition, such as Google and Apple. We have experienced and anticipate that we will continue to experience the non-renewal of our agreements for these services by our wireless carrier customers as demand from their subscribers declines. In the event our mobile navigation business ceases to be profitable we may ultimately elect to terminate our legacy wireless carrier mobile navigation business to the extent allowable under our contractual arrangements.

For our automotive manufacturer and tier one customers, we offer our connected car products and services for distribution with their vehicles and systems. We believe our history as a supplier of cloud-based navigation services combined with our proven track record of delivering navigation solutions to three of the top five global automobile manufacturers provides a unique advantage in the automotive navigation marketplace over our competitors.

We offer four variations of our connected car products and services to our automobile manufacturer and tier one customers. First, we offer on-board navigation systems that are built into vehicles with all key elements of the system residing in the vehicle as a self-contained application along with the related software and content. Our on-board navigation products do not require access to the Internet or wireless networks to function. Second, we offer advanced navigation solutions that contain on-board functionality and also add cloud functionality such as cloud search, cloud routing, map updates and “live” data. We refer to these solutions as hybrid navigation. Third, we offer mobile phone-based navigation solutions that run on the phone and provide an interactive map and navigation instructions to the vehicle’s video screen and audio system , which we refer to as brought-in navigation. Finally, we offer a Navigation Software Development Kit, or SDK, that enables our customers to add mapping and location capabilities to their cloud, mobile and on-board automotive applications.

We provide our automotive navigation products and services to automobile manufacturers such as Ford Motor Company and affiliated entities, or Ford, which represented 60% of our revenue in the three months ended September 30, 2018 , General Motors Holdings and its affiliates, or GM, which represented 13% of our revenue in the three months ended September 30, 2018 , and Toyota Motor Corporation, or Toyota. We also provide our products and services indirectly through tier ones such as XEVO Inc., or XEVO, for certain Toyota solutions, LG Electronics, Inc., or LG, for certain Opel Automobile GmbH, or Opel, solutions and Panasonic Automotive Systems Company of America, or Panasonic, for certain Fiat Chrysler Automobiles, or FCA, solutions.

We believe our advertising delivery platform offers significant audience reach, sophisticated targeting capabilities and the ability to deliver interactive and engaging ad experiences to consumers on their mobile devices. We also believe that we are experts in location-based advertising and offer differentiated value compared to brick-and-mortar and brand advertisers through our location-based ad targeting capabilities. Our technology focuses on leveraging the complexity and scale associated with mobile location data to deliver better mobile campaigns for our advertising partners. We deliver mobile advertisements by leveraging our proprietary in-house ad serving technology. Our inventory, or accessible market, is comprised of thousands of mobile applications and mobile websites that are accessed through advertising exchanges using programmatic real time bidding, or RTB, tools.

We generate product revenue from the delivery of customized software and royalties from the distribution of this customized software in certain automotive navigation applications, map updates to the software and customized software development. We generate services revenue from brought-in automotive navigation solutions, advertising services and mobile navigation services.

Ford utilizes our on-board automotive navigation product in its Ford SYNC® platform. Ford pays us a royalty fee on SYNC 2 on-board solutions as the software is imaged onto an SD card and shipped for installation in vehicles and pays us a royalty fee on SYNC 3 on-board solutions as our software is installed in the vehicle. We also derive product revenue from map update fees.

We generate automotive services revenue primarily from our brought-in automotive navigation solutions. We earn a fee for each new vehicle owner who downloads and activates the associated mobile application featuring GM’s branded mobile and web-based applications, whereby we provide enhanced search capabilities for contracted service periods. We also earn a fee for each new Toyota and Lexus vehicle sold and enabled to connect with our Scout GPS Link mobile application, similarly provided over a contracted service period.

For our hybrid navigation solutions, GM pays us a royalty fee as the SD card is shipped for installation in vehicles; this royalty includes a fee for the initial connected service to be provided once the vehicle is sold. GM will pay us an additional service fee for connected solution subscriptions for each end user that elects to renew their OnStar Connected Navigation or Connected Navigation subscription with GM.

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We generate revenue from advertising network services through the delivery of advertising impressions based on the specific terms of the advertising contract.

We also generate a declining portion of our services revenue from subscriptions to access our mobile navigation services, which are generally provided through our wireless carrier customers that offer our services to their subscribers. Our wireless carrier customers typically pay us based on a revenue sharing arrangement or a monthly subscription fee per end user. This revenue continues to decline, and in fiscal 2018 we recognized a $2.7 million impairment of all of the goodwill associated with our mobile navigation segment.

Adoption of ASC 606

The adjustments required to transition to ASC 606 resulted in $163.1 million of deferred revenue and $89.1 million of deferred costs of the total originally reported on our balance sheet as of June 30, 2018 being recorded instead as revenue and cost of revenue, respectively, in our adjusted prior periods. In addition, the adoption of ASC 606 required us to capitalize an additional $4.2 million, net, of deferred development costs on our adjusted June 30, 2018 balance sheet, resulting in a net decrease in deferred costs of $84.9 million. In total, our accumulated deficit decreased by $78.2 million as of June 30, 2018. All prior period amounts presented have been adjusted to comply with ASC 606. See the summary of adjustments in Note 1 to our condensed consolidated financial statements.

Development costs subject to ASC 340-40 incurred to fulfill future obligations under certain actual or anticipated contracts for automotive solutions are capitalized, provided they are expected to be recovered, and then recognized as control of the related performance obligations is transferred. Historically, such costs were not capitalized until receipt of a signed contract or purchase order for a fixed amount, provided the costs were probable of being recovered. Under ASC 340-40, we are required to capitalize such costs in anticipation of a contract, provided the costs are expected to be recovered; thus, increasing the amount of costs we capitalize under ASC 340-40. For on-board automotive solutions, such capitalized costs represent the customized portion of software development, which will continue to be recognized upon acceptance of the software under ASC 340-40 since acceptance is generally required for control of the software to transfer. For brought-in automotive solutions, such costs will be amortized over the period the services obligation is expected to be fulfilled, since software development does not represent a distinct performance obligation in the case of brought-in automotive solutions. Historically, we recognized such costs for brought-in automotive solutions upon acceptance of the software.

Key operating and financial performance metrics

We monitor the key operating and financial performance metrics set forth in the tables below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies. Certain of these measures such as billings, direct contribution from billings, direct contribution margin from billings, changes in deferred revenue and deferred costs, adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, adjusted cash flow from operations and free cash flow are not measures calculated in accordance with GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. In addition, these non-GAAP measures may not be comparable to similarly titled measures of other companies because other companies may not calculate them in the same manner that we do.

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Our key operating and financial performance metrics are as follows (in thousands, except percentages and per share amounts):



	Three Months Ended September 30,
	2018			2017 As Adjusted ⁽¹⁾
Revenue	$	52,168		$	56,962
Revenue from Ford as a percentage of total revenue	60		%	73		%
Revenue from GM as a percentage of total revenue	13		%	4		%
Billings (Non-GAAP)	$	59,041		$	65,788
Billings to Ford as a percentage of total billings (Non-GAAP)	54		%	68		%
Billings to GM as a percentage of total billings (Non-GAAP)	17		%	6		%
Increase in deferred revenue	$	6,873		$	8,826
Increase in deferred costs	$	4,039		$	5,474
Gross profit	$	21,064		$	21,139
Gross margin	40		%	37		%
Direct contribution from billings (Non-GAAP)	$	23,898		$	24,491
Direct contribution margin from billings (Non-GAAP)	40		%	37		%
Net loss	$	(7,943	)	$	(10,369	)
Diluted net loss per share	$	(0.18	)	$	(0.24	)
Adjusted EBITDA (Non-GAAP)	$	(5,624	)	$	(7,741	)
Adjusted cash flow from operations (Non-GAAP)	$	(2,790	)	$	(4,389	)
Net cash used in operating activities	$	(2,293	)	$	(3,788	)
Free cash flow (Non-GAAP)	$	(2,393	)	$	(6,074	)
⁽¹⁾ Certain amounts have been adjusted to reflect the adoption of ASC 606. See Note 1 to our condensed consolidated financial statements for a summary of adjustments.

Gross margin is our gross profit, or total revenue less cost of revenue, expressed as a percentage of our total revenue. Our gross margin has been and will continue to be impacted by the increasing percentage of our revenue base derived from automotive navigation solutions and advertising network services, which generally have higher associated third-party content costs and third-party display ad inventory costs, respectively, than our mobile navigation offerings provided through wireless carriers.

Billings measure revenue recognized plus the change in deferred revenue from the beginning to the end of the period. Direct contribution from billings reflects GAAP gross profit plus change in deferred revenue less change in deferred costs. Direct contribution margin from billings reflects direct contribution from billings divided by billings. We have also provided a breakdown of the calculation of the change in deferred revenue by segment, which is added to revenue in calculating our non-GAAP metric of billings. In connection with our presentation of the change in deferred revenue, we have provided a similar presentation of the change in the related deferred costs. Such deferred costs primarily include costs associated with third-party content and certain development costs associated with our customized software solutions. As we enter into more hybrid and brought-in navigation programs, deferred revenue and deferred costs become larger components of our operating results, thus we believe these metrics are useful in evaluating cash flow.

We consider billings, direct contribution from billings and direct contribution margin from billings to be useful metrics for management and investors because billings drive revenue and deferred revenue, which is an important indicator of the viability of our business. We believe direct contribution from billings and direct contribution margin from billings are useful metrics because they reflect the impact of the contribution over time from such billings, exclusive of the incremental costs incurred to deliver any related service obligations. There are a number of limitations related to the use of billings, direct contribution from billings and direct contribution margin from billings versus revenue, gross profit and gross margin calculated in accordance with GAAP. First, billings, direct contribution from billings and direct contribution margin from billings include amounts that have not yet been recognized as revenue or cost and may require additional services to be provided over contracted service periods. For example, billings related to certain brought-in solutions cannot be fully recognized as revenue in a given period due to requirements for ongoing provisioning of services such as hosting, monitoring, customer support and map updates, including

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certain third-party technology and content license fees as applicable. Second, we may calculate billings, direct contribution from billings and direct contribution margin from billings in a manner that is different from peer companies that report similar financial measures, making comparisons between companies more difficult. When we use these measures, we attempt to compensate for these limitations by providing specific information regarding billings and how they relate to revenue, gross profit and gross margin calculated in accordance with GAAP.

Adjusted EBITDA measures our GAAP net loss excluding the impact of stock-based compensation expense, depreciation and amortization, other income (expense), provision (benefit) for income taxes, and other applicable items such as goodwill impairment, legal settlements and contingencies, and deferred rent reversal and tenant improvement allowance recognition due to sublease termination, net of tax. Stock-based compensation expense relates to equity incentive awards granted to our employees, directors, and consultants. Goodwill impairment represents the impairment of all of the goodwill associated with our mobile navigation segment. Legal settlements and contingencies represent settlements and offers made to settle patent litigation cases in which we are a defendant and royalty disputes. Deferred rent reversal and tenant improvement allowance recognition represent the reversal of our deferred rent liability and recognition of our deferred tenant improvement allowance, as amortization of these amounts is no longer required due to the termination of our Santa Clara facility sublease and subsequent entry into a new lease agreement with our landlord for this same facility in August 2017. Adjusted EBITDA, while generally a measure of profitability, can also represent a loss.

Adjusted EBITDA and adjusted cash flow from operations are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.

Adjusted cash flow from operations measures adjusted EBITDA plus the effect of changes in deferred revenue and deferred costs. We believe adjusted cash flow from operations is a useful measure, especially in light of the significant impact we expect on reported GAAP revenue from certain value-added offerings we provide our customers, including Ford map updates. In addition, adjusted cash flow from operations is a key financial measure used by the compensation committee of our board of directors in connection with the development of incentive-based compensation for our executive officers and other employees. Accordingly, we believe that adjusted EBITDA and adjusted cash flow from operations generally provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Adjusted EBITDA and adjusted cash flow from operations, while generally measures of profitability, can also represent losses.

Free cash flow is a non-GAAP financial measure we define as net cash provided by (used in) operating activities less purchases of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash (used in) generated by our business after the purchases of property and equipment.

These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes for our financial results as reported under GAAP. Some of these limitations are:


•	We expect to incur additional costs in the future due to requirements to provide ongoing provisioning of services such as hosting, monitoring and customer support; accordingly, direct contribution from billings, direct contribution margin from billings and adjusted cash flow from operations do not reflect all costs associated with billings;


•	assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;


•	adjusted EBITDA and adjusted cash flow from operations do not reflect the potentially dilutive impact of equity-based compensation;


•	adjusted EBITDA and adjusted cash flow from operations do not reflect the use of cash for net share settlements of RSUs;


•	adjusted EBITDA and adjusted cash flow from operations do not reflect tax payments that historically have represented a reduction in cash available to us or tax benefits that may arise as a result of generating net losses; and


•	adjusted EBITDA, adjusted cash flow from operations, free cash flow or similarly titled measures may be calculated by other companies differently, which reduces their usefulness as comparative measures.

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Because of these and other limitations, you should consider billings, direct contribution from billings, direct contribution margin from billings, adjusted EBITDA, adjusted cash flow from operations and free cash flow alongside other GAAP-based financial performance measures.

We reconcile the most directly comparable GAAP financial measure to each non-GAAP financial metric used. The following tables present reconciliations of revenue to billings, deferred revenue to the change in deferred revenue, deferred costs to the change in deferred costs, gross profit to direct contribution from billings, net loss to adjusted EBITDA and adjusted cash flow from operations, and net loss and net cash flow used in operating activities to free cash flow for each of the periods indicated (dollars in thousands):



Reconciliation of Revenue to Billings
	Three Months Ended September 30,
	2018		2017
Automotive
Revenue	$	43,451	$	45,608
Adjustments:
Change in deferred revenue	6,860		8,883
Billings	$	50,311	$	54,491
Advertising
Revenue	$	5,947	$	7,615
Adjustments:
Change in deferred revenue	—		—
Billings	$	5,947	$	7,615
Mobile Navigation
Revenue	$	2,770	$	3,739
Adjustments:
Change in deferred revenue	13		(57		)
Billings	$	2,783	$	3,682
Total
Revenue	$	52,168	$	56,962
Adjustments:
Change in deferred revenue	6,873		8,826
Billings	$	59,041	$	65,788

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Reconciliation of Deferred Revenue to Change in Deferred Revenue
Reconciliation of Deferred Costs to Change in Deferred Costs

	Three Months Ended September 30, 2018
	Automotive		Advertising		Mobile Navigation		Total
Deferred revenue, September 30	$	78,373	$	—	$	550	$	78,923
Deferred revenue, June 30	71,513		—		537		72,050
Change in deferred revenue	$	6,860	$	—	$	13	$	6,873

Deferred costs, September 30	$	60,308	$	—	$	—	$	60,308
Deferred costs, June 30	56,269		—		—		56,269
Change in deferred costs	$	4,039	$	—	$	—	$	4,039



	Three Months Ended September 30, 2017
	Automotive		Advertising		Mobile Navigation			Total
Deferred revenue, September 30	$	46,407	$	—	$	827		$	47,234
Deferred revenue, June 30	37,524		—		884			38,408
Change in deferred revenue	$	8,883	$	—	$	(57	)	$	8,826

Deferred costs, September 30	$	40,227	$	—	$	—		$	40,227
Deferred costs, June 30	34,753		—		—			34,753
Change in deferred costs	$	5,474	$	—	$	—		$	5,474



Reconciliation of Revenue to Billings - Ford and GM

	Three Months Ended September 30,
	2018			2017
Revenue from Ford	$	31,100		$	41,319
Adjustments:
Change in deferred revenue attributed to Ford	674			3,700
Billings to Ford	$	31,774		$	45,019
Billings to Ford as a percentage of total billings	54		%	68		%

Revenue from GM	$	6,799		$	2,433
Adjustments:
Change in deferred revenue attributed to GM	3,189			1,373
Billings to GM	$	9,988		$	3,806
Billings to GM as a percentage of total billings	17		%	6		%

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Reconciliation of Gross Profit to Direct Contribution from Billings

	Three Months Ended September 30,
	2018			2017
Gross profit	$	21,064		$	21,139
Gross margin	40		%	37		%

Adjustments to gross profit:
Change in deferred revenue	$	6,873		$	8,826
Change in deferred costs ⁽¹⁾	(4,039		)	(5,474		)
Net change	2,834			3,352
Direct contribution from billings ⁽¹⁾	$	23,898		$	24,491
Direct contribution margin from billings ⁽¹⁾	40		%	37		%

⁽¹⁾ Deferred costs primarily include costs associated with third-party content and in connection with certain customized software solutions, the costs incurred to develop those solutions. We expect to incur additional costs in the future due to requirements to provide ongoing map updates and provisioning of services such as hosting, monitoring, customer support and, for certain customers, additional period content and associated technology costs. Accordingly, direct contribution from billings and direct contribution margin from billings do not include all costs associated with billings.



Reconciliation of Net Loss to Adjusted EBITDA and Adjusted Cash Flow from Operations

	Three Months Ended September 30,
	2018			2017
Net loss	$	(7,943	)	$	(10,369	)
Adjustments:
Legal settlement and contingencies	—			250
Deferred rent reversal due to lease termination	—			(538		)
Tenant improvement allowance recognition due to lease termination	—			(582		)
Stock-based compensation expense	2,269			2,480
Depreciation and amortization	1,010			716
Other income (expense), net	(1,590		)	47
Provision for income taxes	630			255
Adjusted EBITDA	$	(5,624	)	$	(7,741	)
Change in deferred revenue	6,873			8,826
Change in deferred costs ⁽¹⁾	(4,039		)	(5,474		)
Adjusted cash flow from operations ⁽¹⁾	$	(2,790	)	$	(4,389	)

(1) We expect to incur additional costs in the future due to requirements to provide ongoing map updates and provisioning of services such as hosting, monitoring, customer support and, for certain customers, additional period content and associated technology costs. Accordingly, adjusted cash flow from operations does not reflect all costs associated with billings.

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Reconciliation of Net Loss to Free Cash Flow

	Three Months Ended September 30,
	2018			2017
Net loss	$	(7,943	)	$	(10,369	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in deferred revenue ⁽¹⁾	6,873			8,826
Change in deferred costs ⁽²⁾	(4,039		)	(5,474		)
Changes in other operating assets and liabilities	791			1,048
Other adjustments ⁽³⁾	2,025			2,181
Net cash used in operating activities	(2,293		)	(3,788		)
Less: Purchases of property and equipment	(100		)	(2,286		)
Free cash flow	$	(2,393	)	$	(6,074	)

⁽¹⁾ Consists of product royalties, customized software development fees, service fees and subscription fees.
⁽²⁾ Consists primarily of third-party content costs and customized software development expenses.
⁽³⁾ Consist primarily of depreciation and amortization, stock-based compensation expense and other non-cash items.

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Key components of our results of operations

Sources of revenue

Overview . We classify our revenue as either product or services revenue. Product revenue consists primarily of revenue we receive from the delivery of customized software and royalties from the distribution of this customized software in certain automotive navigation applications, map updates to the software and customized software development. Services revenue consists primarily of revenue we derive from our brought-in automotive navigation services, advertising services and mobile navigation services.

We report revenue, cost of revenue and gross profit results in three business segments: automotive, advertising and mobile navigation. Our chief executive officer, or CEO, the chief operating decision maker, reviews revenue and gross margin information for each of our reportable segments. See “ - Results of operations” and Note 11 to the condensed consolidated financial statements in this Form 10-Q for more information about our business segments.

Revenue from our automotive segment represented 83% and 80% of our revenue in the three months ended September 30, 2018 and 2017 , respectively. In the three months ended September 30, 2018 and 2017 , revenue from Ford represented 60% and 73% of our total revenue, respectively, and revenue from GM comprised 13% and less than 10% of our total revenue, respectively.

Our contract with Ford covers a broad range of products and services that we provide to Ford. On December 15, 2017, we entered into an amendment with Ford that extends the term of the agreement from December 31, 2017 to December 31, 2018 for each jurisdiction in which we currently provide our products to Ford. On December 14, 2017, Ford awarded to us a further extension of the agreement to December 31, 2020 for each jurisdiction in which we currently provide our products to Ford, subject to certain conditions and execution of a subsequent amendment to the agreement. The subsequent amendment was executed in March 2018. On December 14, 2017, Ford also selected us to provide its next generation navigation solution in North America, subject to certain conditions and execution of an agreement regarding those solutions. Although we have been awarded these programs, in the course of negotiating definitive agreements for the programs, the terms and conditions of the programs, including the pricing, the length of the programs and geographic scope of the programs, may change. We were not awarded the contracts for Europe, South America and Australia and New Zealand. Furthermore, a substantial portion of our revenue, and, to a lesser extent, gross profit is impacted by the underlying licensed content cost negotiated through HERE and other content providers and we cannot predict the impact on our revenue and gross profit of any changes between Ford and the map or other content providers.

Our contract with GM includes the provision of our on-board, hybrid, and brought-in navigation solutions across a wide assortment of GM vehicles. Our mobile navigation SDK powers GM’s branded mobile and web-based applications and is covered under a services agreement that was entered into June 13, 2014 and extends to December 31, 2019. Our on-board and hybrid navigation solutions for GM are covered under a product and services agreement that became effective February 1, 2017. These solutions began shipping in a limited number of vehicles beginning with model year 2017 and are gradually expanding across additional regions and models. In May 2017, additional vehicles through model year 2025 were added to this products and services agreement, which terminates on December 31, 2026.

Product revenue . Our automotive product revenue is generated primarily from on-board and hybrid automotive navigation solutions provided to Ford and GM. Our on-board solutions consist of software, memory card, map and point of interest, or POI, data loaded in the vehicle that provides voice-guided turn by turn navigation displayed on the vehicle screen. Our hybrid navigation solutions contain on-board software functionality and also add cloud functionality such as cloud search, cloud routing, map updates and “live” data.

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For hybrid automotive solutions, the transaction price allocated to the on-board component is generally recognized as product revenue as described above, and the transaction price allocated to the included cloud functionality based on SSP is generally recognized as services revenue. Since the on-board software is still the predominant item in the hybrid solution, the royalties recognition guidance applies as it does for on-board navigation solutions described above. Our brought-in automotive navigation solutions as described below are subject to variable consideration and constraint guidance.

Our product revenue from Ford is primarily derived from Ford’s SYNC 2 and SYNC 3 on-board solutions. In each geography where we provide navigation products to it, Ford also provides a map update program under which Ford owners in North America, South America, China and Europe with SYNC 3 and in Australia and New Zealand with SYNC 2 or SYNC 3 are eligible to receive annual map updates at no additional cost through the applicable contractual period. We earn an annual compilation fee and a per unit fee for these updates included in the pricing arrangement. We anticipate that we will continue to depend on Ford for a material portion of our revenue for the foreseeable future .

We also have agreements with GM. In February 2017, GM launched its first model featuring integration of our hybrid navigation solution in North America, the 2017 Cadillac CTS and CTS-V. Our solution is now available in North America on select 2019 models of Cadillac CTS, CTS-V, ATS, XTS and XT 4; GMC Terrain, Sierra and Canyon; Chevrolet Silverado, Equinox, Colorado, Camaro, Cruze Hatchback and Volt; and Buick Regal. GM also has launched vehicles with our hybrid navigation solution in China and has launched vehicles with our on-board solution in South America, Australia and New Zealand, and the Middle East. Our on-board and connected navigation solution is scheduled to become available in additional regions and GM models for model years 2020 through 2025. We anticipate that we will continue to depend on GM for a material portion of our revenue for the foreseeable future .

We were selected to provide entry level on-board navigation through LG, a tier one supplier for the Opel and Vauxhall line of vehicles, for the European market. This solution launched in Adam, Corsa, Karl and Zafira model vehicles equipped with NAVI 4.0 IntelliLink® beginning in July 2017. These products are expected to be made available in other select vehicles for model years 2020 to 2022. GM sold its Opel and Vauxhall business to Groupe PSA in August 2017, and we continue to engage in development of similar solutions for Opel and Vauxhall.

We also have an agreement to offer our on-board navigation solution in select Jeep and Chrysler vehicles in the China market through Panasonic. Our on-board navigation is included in the 2018 Jeep Grand Cherokee, which had its China launch in August 2017, and is expected to be included in Jeep Cherokee and Compass when those models debut in China by December 31, 2018.

Services revenue . We derive services revenue primarily from our brought-in automotive navigation solutions. Royalties for brought-in navigation solutions are earned upon vehicle sales reporting or upon initial usage by the end user.

Since these contracts typically contain a substantial amount of variable consideration that is required to be estimated and included in the transaction price, we include in the transaction price only variable consideration such that it is probable that a risk of significant revenue reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Total variable consideration to be received is estimated at contract inception and updated at each reporting date. We utilize the expected value method and consider expected unit volume combined with a risk-based probability based on factors including, but not limited to: model year cycles, customer history, technology life cycles, nature of competition and other contract-specific factors. Because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period the services obligation is expected to be fulfilled, generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

In October 2017, we amended our agreement with Ford to provide certain connected services for SYNC 3 in North America, Europe and China. Ford launched connected search across various model year 2018 SYNC 3 vehicles in North America using its FordPass ^TM and Lincoln Way ^TM mobile applications. As of September 30, 2018 , the vast majority of Ford vehicles with SYNC 3 produced in North America and Europe during the three months ended September 30, 2018 were capable of providing connected services.

GM offers its OnStar RemoteLink feature including our location-based services platform, and we earn a one-time fee for each new vehicle owner who downloads the associated MyBrand mobile application, including a localized version offered in Europe for the Opel and Vauxhall brands.

We have a partnership with Toyota for brought-in navigation services where our Scout GPS Link mobile application is available in select Entune® Audio equipped Toyota vehicles in the United States and in select Lexus Enform® equipped Lexus models. Toyota and Lexus vehicles enabled to connect with our Scout GPS Link began shipping in August 2015 and September 2016, respectively. We earn a one-time fee for each new Toyota or Lexus sold and enabled to connect to our Scout GPS Link mobile application.

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Our Scout GPS Link and Xevo’s Xevo ^TM Engine Link provide brought-in navigation services, including a fully interactive moving map, for select Toyota vehicles equipped with Entune 3.0 Audio, as well as select Lexus vehicles equipped with Lexus Enform. Our fully interactive solution first became available on select model year 2018 Toyota Camry and Sienna and Lexus NX and RC models, and was recently expanded to select model year 2019 Toyota Corolla hatchback, Avalon and CHR models. On these same Toyota and Lexus models, a premium embedded connected navigation option is also available that provides connected search, powered by our platform. Toyota and Lexus offer our solutions, including the new fully interactive solution, in model year 2018 and 2019 vehicles, with the availability of each solution dependent upon the Toyota and Lexus model and trim level. While we have seen expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models in fiscal 2019, we expect that Toyota may limit the number of future models or vehicles on which Scout GPS Link is offered by Toyota and Lexus due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota recently announced it is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers.

Revenue from our advertising segment, which includes the delivery of display, location-based advertising impressions, represented 11% and 13% of our revenue in the three months ended September 30, 2018 and 2017 , respectively. Our advertising revenue is derived primarily from ad insertion orders contracted with advertising agencies, direct customers, and channel partners. We recognize revenue when transfer of control of the related advertising services occur based on the specific terms of each advertising contract, which are generally based on the number of ad impressions delivered.

Revenue from our mobile navigation segment represented 5% and 7% of our revenue in the three months ended September 30, 2018 and 2017 , respectively. We offer voice-guided, real-time, turn by turn, mobile navigation service under several brand names including Telenav GPS as well as under wireless carrier brands (or “white label” brands). Subscription fee revenue from our mobile navigation service has declined steadily, primarily due to a substantial decrease in the number of paying subscribers for navigation services provided through AT&T and other wireless carriers. We expect that mobile navigation revenue will continue to decline. We have experienced and anticipate that we will continue to experience the non-renewal of our agreements for these services by our wireless carrier customers as demand from their subscribers declines.

We derive mobile navigation services revenue primarily from our wireless carrier customers for their end users’ subscriptions to our mobile navigation services. Our wireless carrier customers pay us based on a revenue sharing arrangement or a monthly subscription fee per end user, and they are responsible for billing and collecting the fees they charge their subscribers for the right to use our navigation services. We recognize monthly fees related to our mobile navigation services in the month we provide the services. We defer amounts received or billed in advance of the service being provided and recognize the deferred amounts when the obligation has been fulfilled.

In fiscal 2019, we expect automotive to represent the strategic growth segment of our business, but our expectations may not be realized. We expect that services revenue from wireless carrier customers, which has a higher gross margin than automotive and advertising revenue, will continue to decline substantially in fiscal 2019 due to the continued decline in the number of monthly recurring subscribers.

Revenue concentrations. We generated 85% and 94% of our revenue in the United States in the three months ended September 30, 2018 and 2017 , respectively. With respect to revenue we receive from automobile manufacturers and tier ones for sales of vehicles in other countries, we classify the majority of that revenue as being generated in the United States, because we provide deliverables to and receive compensation from the manufacturer’s or tier one’s United States’ entity. It is possible that this classification may change in the future, as existing and new customers may elect to contract through subsidiaries. For example, in fiscal 2017, Ford assigned certain contract rights for its production of vehicles with our SYNC 3 products to its joint venture in China.

Cost of revenue

We classify our cost of revenue as either cost of product revenue or cost of services revenue. Cost of product revenue consists primarily of the cost of third-party content we incur in providing our on-board automotive navigation solutions, memory cards and recognition of deferred software development costs. Cost of services revenue consists primarily of the costs associated with third-party content we incur in providing our brought-in automotive navigation solutions, third-party ad inventory, data center operations and outsourced hosting services, software maintenance, customer support, the amortization of capitalized software, recognition of deferred customized software development costs, stock-based compensation and amortization of acquired developed technology.

We capitalize and defer recognition of certain third-party royalty-based content costs associated with the fulfillment of future automotive product and services obligations, and we recognize these deferred content costs as cost of revenue as we transfer control of the related performance obligation. As the deferred revenue and related deferred costs are recognized as we

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transfer control of the related performance obligation, we will also incur ongoing costs of revenue for network operations, hosting and data center, customer service support, and other related costs over time.

We also capitalize and defer recognition of certain costs, primarily payroll and related compensation and benefits expense, of customized software we develop for customers. We begin deferring development costs when they relate directly to a contract or specific anticipated contract and such costs are incurred to satisfy performance obligations in the future, provided they are expected to be recovered. We recognize these deferred software development costs as cost of revenue upon transfer of control of the associated performance obligation.

We primarily provide navigation service customer support through a third-party provider to whom we provide training and assistance with problem resolution. In addition, we use outsourced, hosting services and industry standard hardware to provide our navigation services. We generally maintain at least 99.9% uptime every month, excluding designated periods of maintenance. Our internal targets for service uptime are even higher. We have in the past, and may in the future, not achieve our targets for service availability, which could result in penalties for failure to meet contractual service availability requirements or termination of our customer agreement.

The largest component of cost of revenue as it relates to our advertising business is the cost of location-based, third-party advertising inventory which we acquire from advertising exchanges. Other notable costs of our advertising business are the cost of technologies that we license to deliver customized solutions, costs of ad delivery via contracted hosted relationships and the cost of our advertising operations.

While we expect that our services revenue from wireless carrier customers will continue to decline substantially in fiscal 2019 and beyond, we do not expect to be able to reduce our cost of services revenue at the same rate, if at all, as the decline in services revenue. Although we successfully transitioned to utilizing OpenStreetMap, or OSM, content for the majority of our mobile user base resulting in notable cost savings, we expect to continue to incur significant costs, especially related to third-party content as well as for outsourced hosting services. Cost of services revenue related to our advertising business will be impacted by our ability to grow advertising revenue, as well as the cost and availability of display ad inventory sourced from third-party exchanges.

Operating expenses

We generally classify our operating expenses into three categories: research and development, sales and marketing and general and administrative. Our operating expenses consist primarily of personnel costs, which include salaries, bonuses, advertising sales commissions, payroll taxes, employee benefit costs and stock-based compensation expense. Other expenses include marketing program costs, third-party contractor and temporary staffing services, facilities-related costs including rent expense, legal, audit and tax consulting and other professional service fees. We allocate stock-based compensation expense resulting from the amortization of the fair value of stock-based awards granted, based on the department in which the award holder works. We allocate overhead, such as rent and depreciation, to each expense category based on headcount. In addition, when we incur legal settlements or make offers to settle contingencies, we classify such operating expense amounts separately as legal settlement and contingencies. We anticipate continued investment of resources, including the hiring of additional headcount, or reallocation of employee personnel to automotive and advertising. We may also be required to pay judgments, indemnification claims or other amounts, which we are unable to predict or estimate at this time.

Research and development . Research and development expenses consist primarily of personnel costs for our development and product management employees and related costs of outside consultants and temporary staffing. We have focused our research and development efforts on improving the ease of use and functionality of our existing products and services as well as developing new products and services. In addition to our U.S. employee base, a significant number of our research and development employees are located in our development centers in China and Romania; as a result, a portion of our research and development expense is subject to changes in foreign exchange rates, notably the Chinese Renminbi, or RMB, the Romanian Leu, or RON, and the Euro.

Sales and marketing . Sales and marketing expenses consist primarily of personnel costs for our sales and marketing staff, commissions earned by our sales personnel and the cost of marketing programs, advertising and promotional activities. Historically, a majority of our revenue has been derived from wireless carriers, which bore much of the expense of marketing and promoting our services to their subscribers, as well as consumers acquired through open market application stores. More recently, automotive revenue has comprised the largest portion of our revenue and automotive and advertising revenue have represented the growing components of our revenue. Our sales and marketing activities supporting our automotive navigation solutions include the costs of our business development efforts. Our automobile manufacturer partners and tier ones also provide primary marketing for our on-board and brought-in navigation services.

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General and administrative . General and administrative expenses consist primarily of personnel costs for our executive, finance, legal, human resources and administrative personnel, legal, audit and tax consulting and other professional services and corporate expenses.

Other income (expense), net . Other income (expense), net consists primarily of interest we earn on our cash and cash equivalents and short-term investments, gain or loss on investments, unrealized gains or losses on non-marketable equity investments and foreign currency gains or losses.

Provision for income taxes . Our provision for income taxes primarily consists of corporate income taxes related to profits earned in foreign jurisdictions, foreign withholding taxes, and changes to our tax reserves. Our effective tax rate could fluctuate significantly from period to period, particularly in those periods in which we incur losses, due to our ability to benefit from the carryback of net operating losses within the carryback period and the available amount therein, if any. Furthermore, on a quarterly basis our tax rates can fluctuate due to changes in our tax reserves resulting from the settlement of tax audits or the expiration of the statute of limitations. Our effective tax rate could also fluctuate due to a change in our earnings or loss projections, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, as well as the expiration and retroactive reinstatement of tax holidays.

Critical accounting policies and estimates

We prepare our condensed consolidated financial statements in accordance with GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. In other cases, our judgment is required in selecting among available alternative accounting policies that allow different accounting treatment for similar transactions. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial condition, results of operations and cash flows will be affected.

There have been no material changes in our critical accounting policies and estimates during the three months ended September 30, 2018 as compared to the critical accounting policies and estimates disclosed in Part II, Item 7 of our Annual Report on Form 10-K for fiscal 2018, except as described in Note 1 to our condensed consolidated financial statements, “Summary of business and significant accounting policies.”

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 1 to our condensed consolidated financial statements, “Summary of business and significant accounting policies.”

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Results of operations

The following tables set forth our results of operations for the three months ended September 30, 2018 and 2017 , as well as a percentage that each line item represents of our total revenue for those periods. The additional key metrics presented are used in addition to the financial measures reflected in the condensed consolidated statements of operations data to help us evaluate growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The period to period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.



	Three Months Ended September 30,
Consolidated Statements of Operations Data	2018			2017 As Adjusted ⁽¹⁾
	(in thousands)
Revenue:
Product	$	40,471		$	42,659
Services	11,697			14,303
Total revenue	52,168			56,962
Cost of revenue:
Product	23,930			29,441
Services	7,174			6,382
Total cost of revenue	31,104			35,823
Gross profit	21,064			21,139
Operating expenses:
Research and development	20,102			20,681
Sales and marketing	4,415			5,064
General and administrative	5,450			5,211
Legal settlement and contingencies	—			250
Total operating expenses	29,967			31,206
Loss from operations	(8,903		)	(10,067		)
Other income (expense), net	1,590			(47		)
Loss before provision for income taxes	(7,313		)	(10,114		)
Provision for income taxes	630			255
Net loss	$	(7,943	)	$	(10,369	)



	(as a percentage of revenue)
Revenue:
Product	78	%	75	%
Services	22	%	25	%
Total revenue	100	%	100	%
Cost of revenue:
Product	46	%	52	%
Services	14	%	11	%
Total cost of revenue	60	%	63	%
Gross profit	40	%	37	%
Operating expenses:
Research and development	39	%	37	%
Sales and marketing	8	%	9	%
General and administrative	10	%	9	%
Legal settlement and contingencies	—	%	—	%
Total operating expenses	57	%	55	%
Loss from operations	(17	)%	(18	)%
Other income (expense), net	3	%	—	%
Loss before provision for income taxes	(14	)%	(18	)%
Provision for income taxes	1	%	—	%
Net loss	(15	)%	(18	)%

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Comparison of the three months ended September 30, 2018 and 2017

Revenue, cost of revenue and gross profit .

Consolidated overview. Product revenue decreased 5% to $40.5 million in the three months ended September 30, 2018 from $42.7 million in the three months ended September 30, 2017 . The decrease in product revenue for the comparable three month period was due primarily to a decrease in royalty revenue resulting from a reduction in certain on-board navigation content costs that are passed through to Ford, partially offset by an increase in map update revenue. Services revenue decreased 18% to $11.7 million in the three months ended September 30, 2018 from $14.3 million in the three months ended September 30, 2017 . The decrease in services revenue for the comparable three month period was due primarily to lower advertising revenue and mobile navigation subscription fees.

Our cost of product revenue decreased 19% to $23.9 million in the three months ended September 30, 2018 from $29.4 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to a net decrease in third-party content costs. Our cost of services revenue increased 12% to $7.2 million in the three months ended September 30, 2018 from $6.4 million in the three months ended September 30, 2017 . The increase in the comparable three month period was due primarily to an increase in cost of automotive revenue associated with the increased revenue from brought-in solutions, partially offset by decreases in cost of mobile navigation revenue and cost of advertising revenue associated with decreased mobile navigation and advertising revenue.

Our gross profit was comparable at $21.1 million in the three months ended September 30, 2018 and 2017 . Our gross margin increased to 40% in the three months ended September 30, 2018 from 37% in the three months ended September 30, 2017 . The increase in gross margin for the comparable three month period was due primarily to a reduction in certain on-board navigation content costs that are passed through to Ford.

Revenue concentrations . In the three months ended September 30, 2018 and 2017 , revenue from Ford represented 60% and 73% of our total revenue, respectively, and revenue from GM comprised 13% and less than 10% of our total revenue, respectively.

We primarily sell our services in the United States. In the three months ended September 30, 2018 and 2017 , revenue derived from U.S. sources represented 85% and 94% of our total revenue, respectively.

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Segments information. The information below is organized in accordance with our three reportable business segments:



	Three Months Ended September 30,
	2018			2017 As Adjusted ⁽¹⁾
	(in thousands, except percentages)
Automotive
Revenue	$	43,451		$	45,608
Cost of revenue	26,959			30,861
Gross profit	$	16,492		$	14,747
Gross margin	38		%	32		%
Advertising
Revenue	$	5,947		$	7,615
Cost of revenue	3,220			3,412
Gross profit	$	2,727		$	4,203
Gross margin	46		%	55		%
Mobile Navigation
Revenue	$	2,770		$	3,739
Cost of revenue	925			1,550
Gross profit	$	1,845		$	2,189
Gross margin	67		%	59		%
Total
Revenue	$	52,168		$	56,962
Cost of revenue	31,104			35,823
Gross profit	$	21,064		$	21,139
Gross margin	40		%	37		%
⁽¹⁾ Certain amounts have been adjusted to reflect the adoption of ASC 606. See Note 1 to our condensed consolidated financial statements for a summary of adjustments.

Automotive. Automotive revenue decreased 5% to $43.5 million in the three months ended September 30, 2018 from $45.6 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to a decline in royalty revenue of $2.6 million partially offset by an increase in map update revenue of $0.6 million. The decrease in on-board royalty revenue was due primarily to a reduction in certain on-board navigation content costs that are passed through to Ford, despite an increase in navigation unit volume across our automotive customer base. Automotive revenue included customized software development and map update revenue of $1.0 million and $1.1 million in the three months ended September 30, 2018 and 2017 , respectively. Automotive revenue represented 83% and 80% in the three months ended September 30, 2018 and 2017 , respectively.

Cost of automotive revenue decreased 13% to $27.0 million in the three months ended September 30, 2018 from $30.9 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to a net decrease in third-party content costs of $3.5 million due primarily to a reduction in certain on-board navigation content costs that are passed through to Ford, partially offset by an increase in content costs associated with increased map update revenue, as well as a decrease of $1.5 million in deferred development costs recognized. These decreases were partially offset by a $0.2 million increase in hosted services costs and a $0.7 million increase in costs related to software maintenance services performed by engineering personnel. In prior periods, such maintenance costs were allocated entirely to research and development expense.

Automotive gross profit increased 12% to $16.5 million in the three months ended September 30, 2018 from $14.7 million in the three months ended September 30, 2017 . Automotive gross margin increased to 38% in the three months ended September 30, 2018 from 32% in the three months ended September 30, 2017 . The increase in gross margin for the comparable three month period was due primarily to the aforementioned reduction in certain on-board navigation content costs that are

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passed through to Ford, partially offset by a decrease in gross margin resulting from increased map update revenue, which carries a higher relative cost and lower gross margin.

Advertising . Advertising revenue decreased 22% to $5.9 million in the three months ended September 30, 2018 from $7.6 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to a decrease in the value of contracted insertion orders along with the number of impressions delivered. Advertising revenue represented 11% and 13% of total revenue in the three months ended September 30, 2018 and 2017 , respectively.

Cost of advertising revenue decreased 6% to $3.2 million in the three months ended September 30, 2018 from $3.4 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to decreased third-party ad exchange inventory costs of $0.2 million, and costs decreased at a lower rate than revenue due to higher relative costs as measured on an effective cost per thousand impressions, or eCPM, basis.

Advertising gross profit decreased 35% to $2.7 million in the three months ended September 30, 2018 from $4.2 million in the three months ended September 30, 2017 . Advertising gross margin decreased to 46% in the three months ended September 30, 2018 from 55% in the three months ended September 30, 2017 . The decrease in gross margin in the comparable three month period was due primarily to the decreased value of contracted insertion orders, combined with a higher ad inventory eCPM and the effect of certain fixed costs spread over a lower revenue base.

Mobile Navigation . Mobile navigation revenue decreased 26% to $2.8 million in the three months ended September 30, 2018 from $3.7 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to lower subscription revenue resulting from decreases in the number of paying subscribers for mobile navigation services provided through AT&T, and a decrease in mobile navigation revenue internationally. Mobile navigation revenue represented 5% and 7% of total revenue in the three months ended September 30, 2018 and 2017 , respectively.

Cost of mobile navigation revenue decreased 40% to $0.9 million in the three months ended September 30, 2018 from $1.6 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to decreases in third-party content costs of $0.3 million, hosted services costs of $0.2 million and payroll and related compensation and benefits expense of $0.1 million associated with the decline in mobile navigation revenue.

Mobile navigation gross profit decreased 16% to $1.8 million in the three months ended September 30, 2018 from $2.2 million in the three months ended September 30, 2017 . Mobile navigation gross margin increased to 67% in the three months ended September 30, 2018 from 59% in the three months ended September 30, 2017 . The increase in gross margin resulted primarily from decreased hosted services costs and headcount required to support the declining business.

Operating expenses

Our total operating expenses decreased 4% to $30.0 million in the three months ended September 30, 2018 from $31.2 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to cost optimization, including lower compensation costs resulting from a redesigned employee incentive compensation plan that more closely aligns compensation payouts with financial results, partially offset by higher base compensation driven by merit-based salary increases on generally flat headcount. In addition, costs decreased as a result of the allocation to cost of services revenue of certain software maintenance costs previously allocated to research and development expense, as discussed above in Automotive results of operations.

Research and development . Our research and development expenses decreased 3% to $20.1 million in the three months ended September 30, 2018 from $20.7 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to decreases in payroll and related compensation and benefits expense of $0.9 million, software maintenance costs of $0.7 million allocated to cost of services revenue as discussed above, outside consulting services of $0.6 million, and travel and entertainment expense of $0.4 million. These decreases were partially offset by an increase of $1.5 million as a result of lower capitalized deferred development costs in the three months ended September 30, 2018 , and an increase of $0.6 million in rent and depreciation expense, due to a one-time reversal of deferred rent and recognition of a tenant improvement allowance realized in the three months ended September 30, 2018 in connection with the termination of our Santa Clara facility sublease. As a percentage of revenue, research and development expenses increased to 39% in the three months ended September 30, 2018 from 37% in the three months ended September 30, 2017 as a result of a lower revenue base. The total number of research and development personnel decreased 1% to 641 at September 30, 2018 from 645 at September 30, 2017 . We believe that as we deliver our contracted customer requirements for our automotive customers, establish relationships with new automobile manufacturers and tier ones, enhance our service offerings around our OSM capabilities, and develop new products and services for advertisers, revenue from those research and development efforts will lag the related expenses.

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Sales and marketing . Our sales and marketing expenses decreased 13% to $4.4 million in the three months ended September 30, 2018 from $5.1 million in the three months ended September 30, 2017 . The decrease in the comparable three month period was due primarily to decreases in payroll and related compensation and benefits expense of $0.5 million, stock-based compensation expense of $0.1 million and outside services costs of $0.1 million. As a percentage of revenue, sales and marketing expenses decreased to 8% in the three months ended September 30, 2018 from 9% in the three months ended September 30, 2017 . The total number of sales and marketing personnel decreased 10% to 55 at September 30, 2018 from 61 at September 30, 2017 .

General and administrative . Our general and administrative expenses increased 5% to $5.5 million in the three months ended September 30, 2018 from $5.2 million in the three months ended September 30, 2017 . The increase in the comparable three month period was due primarily to an increase in outside services of $0.2 million. As a percentage of revenue, general and administrative expenses increased to 10% in the three months ended September 30, 2018 from 9% in the three months ended September 30, 2017 . The total number of general and administrative personnel increased 3% to 60 at September 30, 2018 from 58 at September 30, 2017 .

Legal settlement and contingencies. We incurred $250,000 in legal settlement and contingencies expense for the three months ended September 30, 2017 related primarily to the settlement of the Location Based Services LLC patent matter.

Other income (expense), net . Our other income (expense), net increased to $1.6 million in the three months ended September 30, 2018 compared to $47,000 in the three months ended September 30, 2017 . The increase in the comparable three month period was due primarily to an unrealized gain of $1.3 million recorded on non-marketable equity investments resulting from a change in accounting for such investments due to our adoption of ASU 2016-01 effective July 1, 2018.

Provision for income taxes . Our provision for income taxes was $0.6 million in the three months ended September 30, 2018 compared to $0.3 million in the three months ended September 30, 2017 . Our provision for income taxes of $0.6 million and $0.3 million for the three months ended September 30, 2018 and 2017 , respectively, was comprised primarily of foreign withholding taxes and income taxes in foreign jurisdictions where we have profit. Our effective tax rate of 9% and 3% for the three months ended September 30, 2018 and 2017 , respectively, was less than the tax amount computed at the U.S. federal statutory income tax rate due primarily to losses for which no benefit will be recognized since they are not more likely than not to be realized due to the lack of current and future income and the inability to carry back losses within the two-year carryback period, when applicable.

We anticipate that our foreign tax withholding obligations will continue into the future and that we will not be able to benefit from an offsetting deduction in the United States for an extended period of time given our existing net operating loss carryforwards.

We record liabilities related to uncertain tax positions in accordance with authoritative guidance on accounting for uncertainty in income taxes. As of September 30, 2018 and June 30, 2018 , our cumulative unrecognized tax benefits were $4.7 million and $3.8 million , respectively. Included in the balance of unrecognized tax benefits at September 30, 2018 and June 30, 2018 was $0.2 million and $0.1 million that if recognized, would affect the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits as part of our provision for income taxes. We accrued $0.1 million and $0.1 million for the payment of interest and penalties at September 30, 2018 and June 30, 2018 .

We file income tax returns with the Internal Revenue Service, or IRS, California, various states and foreign tax jurisdictions in which we have filing obligations. The statute of limitations remains open from fiscal 2016 for federal tax purposes, from fiscal 2014 in state jurisdictions, and from fiscal 2013 in foreign jurisdictions. Fiscal years outside the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

Due to operating losses in previous years and continued earnings volatility, we maintain a valuation allowance on the majority of our foreign deferred tax assets. Our valuation allowance at June 30, 2018 was $58.3 million . In evaluating our ability to recover our deferred tax assets each quarter, we consider all available positive and negative evidence, including current and previous operating results, ability to carryback losses for a tax refund, and forecasts of future operating results.

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Liquidity and capital resources

The following table sets forth the major sources and uses of cash, cash equivalents and restricted cash for each of the periods set forth below (in thousands):



	Three Months Ended September 30,
	2018			2017
Net cash used in operating activities	$	(2,293	)	$	(3,788	)
Net cash provided by investing activities	141			1,056
Net cash used in financing activities	(1,182		)	(905		)
Effect of exchange rate changes on cash and cash equivalents	(239		)	345
Net decrease in cash, cash equivalents and restricted cash	$	(3,573	)	$	(3,292	)

At September 30, 2018 , we had cash, cash equivalents and short-term investments of $81.3 million , which primarily consisted of corporate bonds, asset-backed securities, U.S. treasury securities, commercial paper and municipal securities held. Our cash, cash equivalents and short-term investments are held and managed by financial institutions that are required to adhere to our investment policy.

Our accounts receivable are heavily concentrated in a small number of customers. As of September 30, 2018 , our accounts receivable balance was $47.0 million , of which Ford and GM represented 50% and 16% , respectively.

Our future capital requirements will depend on many factors, including our ability to continue to increase our billings and control our expenses in fiscal 2019 and beyond, whether and when we return to profitability, the timing and extent of expenditures to support development efforts, the extent of our research and development and sales and marketing activities and the size of our related headcount, the introduction of our new and enhanced service and product offerings and the timing and scale of the introduction of vehicles including our navigation products relative to when we are required to develop the product. We believe our cash, cash equivalents and short-term investments will be sufficient to satisfy our financial obligations through at least the next 12 months. However, we expect to continue to use cash in operating activities in the remainder of fiscal 2019 and we may experience greater than expected cash usage in operating activities if revenue or collections are lower than we anticipate or we incur greater than expected cost of revenue or operating expenses. Our revenue and operating results could be lower than we anticipate if, among other reasons, our customers, two of which we are substantially dependent upon for a large portion of our revenue, were to limit or terminate our relationships with them, we were to fail to successfully compete in our highly competitive market, our revenue did not grow as expected or we were unable to reduce our costs by using OSM. In the future, we may acquire businesses or technologies or license technologies from third parties, and we may decide to raise additional capital through debt or equity financing to the extent we believe this is necessary to successfully complete these acquisitions or license these technologies. However, additional financing may not be available to us on favorable terms, if at all, at the time we make such determinations, which could have a material adverse effect on our business, operating results, financial condition and liquidity and cash position.

Net cash used in operating activities . Net cash used in operating activities was $ 2.3 million and $3.8 million in the three months ended September 30, 2018 and 2017 , respectively. Cash provided by or used in operating activities is affected by changes in our declining mobile navigation end user base, anticipated growth in our automotive and advertising businesses, and increases in our operating costs, which are primarily driven by headcount related costs and royalty payments for portions of the content provided in our products. In the three months ended September 30, 2018 , cash used in operating activities was primarily the result of a net loss of $7.9 million and an unrealized gain on non-marketable equity investments of $1.3 million , which were partially offset by non-cash charges for stock-based compensation of $ 2.3 million , depreciation and amortization of $ 1.0 million and $3.6 million from changes in our operating assets and liabilities. In the three months ended September 30, 2017 , cash used in operating activities was primarily the result of a net loss of $10.4 million, which was offset by non-cash charges for stock-based compensation of $2.5 million, depreciation and amortization of $0.7 million and $4.4 million from changes in our operating assets and liabilities.

Net cash provided by investing activities . Our investing activities provided $ 0.1 million and $ 1.1 million during the three months ended September 30, 2018 and 2017 , respectively. Cash flows from investing activities have historically been affected by purchases, sales and maturities of short-term investments, purchases of property and equipment, internal software development costs, and acquisitions. In the three months ended September 30, 2018 , cash provided by investing activities was principally the result of proceeds from sales and maturities of short-term investments, net of purchases, of $0.2 million , partially offset by purchases of property and equipment of $0.1 million . In the three months ended September 30, 2017 , cash

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provided by investing activities was principally the result of proceeds from sales and maturities of short-term investments, net of purchases, of $3.3 million, partially offset by purchases of property and equipment of $2.3 million.

Net cash used in financing activities . During the three months ended September 30, 2018 and 2017 , our financing activities used cash of $ 1.2 million and $ 0.9 million , respectively. In the three months ended September 30, 2018 , we utilized $1.2 million for payment of tax withholdings related to net share settlements of RSUs. In the three months ended September 30, 2017 , we utilized $1.1 million for payment of tax withholdings related to net share settlements of RSUs, which was partially offset by cash of $0.2 million provided from the exercise of stock options.

Off-balance sheet arrangements

We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual obligations, commitments and contingencies

As of September 30, 2018 , we had an aggregate of $22.6 million of future minimum non-cancelable financial commitments primarily related to office space under non-cancelable operating leases and license fees due to certain of our third-party content providers, regardless of usage level. The aggregate of $22.6 million of future minimum commitments were comprised of $6.0 million due in fiscal 2019; $5.6 million due in fiscal 2020; $4.0 million due in fiscal 2021; $3.1 million due in fiscal 2022; $2.6 million due in fiscal 2023; and $1.3 million due thereafter.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk.

Interest rate sensitivity . The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. By policy, we do not enter into investments for trading or speculative purposes. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the fair value of the investment to fluctuate. To minimize this risk, we invest in a variety of securities, which primarily consist of money market funds, commercial paper, municipal securities and other debt securities of domestic corporations. Due to the nature of these investments and relatively short duration of the underlying securities, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future interest income. During the three months ended September 30, 2018 , a 10% appreciation or depreciation in overall interest rates would not have had a material impact on our interest income or the fair value of our marketable securities.

Foreign currency risk . A substantial majority of our revenue has been generated to date from our end users and customers in the United States and, as such, our revenue has not been substantially exposed to fluctuations in currency exchange rates. However, some of our contracts with our wireless carrier customers outside of the United States are denominated in currencies other than the U.S. dollar and therefore expose us to foreign currency risk. Should the revenue generated outside of the United States grow in absolute amounts and as a percentage of our revenue, we will increasingly be exposed to foreign currency exchange risks. In addition, a substantial portion of our operating expenses are incurred outside the United States, are denominated in foreign currencies and are subject to changes in foreign currency exchange rates, particularly the Euro, RMB and RON. We also recognize foreign exchange gains and losses resulting from the translation of an intercompany loan receivable held by our German subsidiary and denominated in U.S. dollars. Additionally, changes in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations.

To date, we have not used any foreign currency forward contracts or similar instruments to attempt to mitigate our exposure to changes in foreign currency rates.


Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and our Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2018 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

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Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2018 , our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves and our customers by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. From time to time we also may be subject to claims from our third-party content providers that we owe them additional royalties and interest, which claims may result in litigation if we and the third-party content provider are unable to resolve the matter. There can be no assurance with respect to the outcome of any current or future litigation brought against us or pursuant to which we have indemnification obligations and the outcome could have a material adverse impact on our business, operating results and financial condition.

On July 28, 2016, Nathan Gergetz filed a putative class action complaint in the U.S. District Court for the Northern District of California, alleging that Telenav violated the Telephone Consumer Protection Act, or TCPA. The complaint purported to be filed on behalf of a class, and it alleged that Telenav caused unsolicited text messages to be sent to the plaintiff from July 6, 2016 to July 26, 2016. Plaintiffs sought statutory and actual damages under the TCPA law, attorneys’ fees and costs of the action, and an injunction to prevent any future violations. A settlement was subsequently reached, and the plaintiff filed a motion for preliminary approval of class action settlement on March 5, 2018. The court granted preliminary approval of the class action settlement on April 30, 2018 and final approval of the settlement on September 27, 2018. The settlement became effective on October 30, 2018 and was paid by our technology errors and omissions liability insurance policy, after payment of our deductible of $250,000 . We accrued the $250,000 deductible payment in fiscal 2018.

In August 2017, AT&T Mobility LLC, or AT&T, and Sprint Spectrum L.P., or Sprint, sent Telenav indemnification requests relating to patent infringement lawsuits brought by Location Based Services LLC, alleging patent infringement by the AT&T Navigator system and App for iOS and Android, and the Sprint Scout System and the Sprint Scout App for iOS and Android. Location Based Services LLC filed separate lawsuits against AT&T and Sprint in the U.S. District Court for the Eastern District of Texas, asserting five U.S. Patents. Telenav agreed to indemnify and defend AT&T and Sprint in connection with these matters. We accrued $250,000 related to these matters in the three months ended September 30, 2017, and recorded this amount as legal settlement and contingencies expense in our consolidated statement of operations. On November 22, 2017, Location Based Services LLC entered into a Settlement and License Agreement with Telenav for the patents in suit and 15 other patents assigned to Location Based Services LLP.

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While we presently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows or overall trends in results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. Nevertheless, were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our business, financial position, cash flows or overall trends in results of operations.

Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to our wireless carrier and other customers’ indemnity demands with respect to pending litigation, could materially harm our business, operating results and financial condition. When we believe a loss or a cost of indemnification is probable and can be reasonably estimated, we accrue the estimated loss or cost of indemnification in our consolidated financial statements. Where the outcome of these matters is not determinable, we do not make a provision in our financial statements until the loss or cost of indemnification, if any, is probable and can be reasonably estimated or the outcome becomes known. Although to date we have not agreed to defend or indemnify our customers for outstanding and unresolved indemnity demands where we do not believe we have an obligation to do so or that our solution infringes on asserted intellectual property rights, we may in the future agree to defend and indemnify our customers in connection with demands for indemnification, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe our solution infringes the asserted intellectual property rights. Alternatively, we may reject certain of our customers’ indemnity demands, including the outstanding demands, which may lead to disputes with our customers, negatively impact our relationships with them or result in litigation against us. Our wireless carrier or other customers may also claim that any rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. If we make substantial payments as a result of indemnity demands, our relationships with our customers are negatively impacted, or any of our customer agreements is terminated, our business, operating results and financial condition could be materially harmed.

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Item 1A.	Risk Factors.

We operate in a rapidly changing environment that involves numerous uncertainties and risks. The following risks and uncertainties may have a material and adverse effect on our business, financial condition or results of operations. You should consider these risks and uncertainties carefully, together with all of the other information included or incorporated by reference in this Form 10-Q. If any of the risks or uncertainties we face were to occur, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks related to our business

We incurred losses in each period since fiscal 2015. We expect that we will incur losses during fiscal 2019, and we do not know when, or if, we will return to profitability as we make further expenditures to enhance and expand our operations in order to support growth and diversification of our business.

As a percentage of revenue, our net loss was 15% and 18% in the three months ended September 30, 2018 and 2017 , respectively. Our revenue from paid wireless carrier mobile navigation has substantially declined and we expect it to continue to do so, and we may be unable to generate sufficient revenue from our automotive navigation and advertising businesses to return Telenav to profitability in the short-term, if at all.

We anticipate that we will continue to incur net operating losses during fiscal 2019. These expected losses are also due to the expected continued decline in our higher margin mobile navigation revenue and the costs we expect to incur prior to generating revenue in connection with new automotive navigation products and services that will not be integrated into production vehicles for several years, if at all. The time required to develop, test and deploy products between the time we secure the award of a new contract with any automobile manufacturer or tier one, and the timing of revenue thereunder, as well as a substantial required upfront investment in research and development resources prior to entering into contracts with automobile manufacturers and tier ones contribute to these expected losses. We also expect to continue to experience pressure on pricing in our negotiations with automobile manufacturers and tier ones as we enter into negotiations for contract renewals or new products where we are competing with larger suppliers that are competing on price, rather than features, or for vehicles where customers are price sensitive regarding navigation solutions or where the automobile manufacturer is offering or is considering brought-in solutions such as Apple CarPlay or Google’s Android Auto.

Although we are working to replace the continued decline in wireless carrier revenue, our efforts to develop new services and products and attract new customers require investments in anticipation of longer-term revenue. For example, the design cycle for automotive navigation products and services is typically 18 to 24 months, and in order to win designs and achieve revenue from this growth area, we typically have to make investments two to four years before we anticipate receiving revenue, if any. This is the case for our relationship with GM. In addition, the revenue commencement at initial launch may not be significant depending on the automobile manufacturer’s or tier one’s launch timing schedule across vehicle models and regions. For example, although our hybrid product with GM launched in February 2017, it has only launched in select vehicle models and we do not have any control over when and whether it launches in other GM models.

We are required to recognize certain automotive revenue over time if there are contractual service periods or other obligations to fulfill, such as specified contractual deliverables. Certain contractual service periods or other obligations currently extend up to eight years. We intend to make additional investments in systems and continue to expand our operations to support diversification of our business, but it is likely that these efforts at diversification will not replace our declining wireless carrier revenue in the short-term, if at all. As a result of these factors, we believe we will incur a net operating loss and we will incur net losses during fiscal 2019, and we cannot predict when, or if, we will return to profitability. Our investments and expenditures may not result in the growth that we anticipate.

Our quarterly revenue and operating results have fluctuated in the past and may fluctuate in the future due to a number of factors. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

Our quarterly revenue and operating results may vary significantly in the future. Therefore, you should not rely on the results achieved in any one quarter as an indication of future performance. Period to period comparisons of our revenue and operating results may not be meaningful. Our quarterly results of operations may fluctuate as a result of a variety of factors, including, but not limited to, those listed below, many of which are outside of our control:


•	the ability of automobile manufacturers to sell automobiles equipped with our products;


•	competitive in-car platforms and products, such as Apple’s CarPlay and Google’s auto initiatives, which are currently offered in North America on Ford vehicles equipped with its SYNC 3 platform and most GM models;

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•	the recent decision by Toyota to expand Apple’s CarPlay compatibility to certain of its 2019 model year and beyond Toyota and Lexus vehicles;


•	Ford’s announced intentions to modify its North America, and potentially European, passenger car portfolio whereby it has begun phasing out certain car models;


•	the seasonality and unpredictability of new vehicle production, including tooling and assembly changes and plant shutdowns, such as the impact to production of certain Ford pickup truck models in U.S. factories due to a May 2018 fire at a supplier plant;


•	changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition, such as the adoption of our map update solution for Ford’s customers in multiple geographies and its impact on the timing of our revenue recognition;


•	competitive pressures on automotive navigation pricing from low cost suppliers and for vehicles where consumers are extremely price sensitive;


•	the recent demonstration by Google of in-car integration of Android Auto with Google Maps which did not require a mobile handset;


•	investments made by HERE North America, LLC, or HERE, and TomTom North America, Inc., or TomTom, in high definition maps that may be leveraged to displace our products and services in new vehicle models;


•	the seasonality of new vehicle model introductions and consumer buying patterns, as well as the effects of economic uncertainty on vehicle purchases , particularly outside of the United States;


•	the impact of tariffs and other trade negotiations on vehicle prices and supply chains;


•	the impact on vehicle sales resulting from tariffs on imported vehicles and parts and disruption to automobile manufacturer supply chains resulting therefrom;


•	the effectiveness of our entry into new business areas;


•	the loss of our relationship, a change in our revenue model, a change in pricing, or a reduction in geographic scope with any particular customer;


•	poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;


•	warranty claims based on the performance of our products and the potential impact on our reputation with navigation users and automobile manufacturers and tier ones;


•	the sale of vehicle brands by automobile manufacturers to an automobile manufacturer with which we do not have an existing relationship;


•	the timing and quality of information we receive from our customers and the impact of customer audits of their reporting to us;


•	the inability of our automobile manufacturer customers to attract new vehicle buyers and new subscribers for connected services;


•	the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure through acquisitions or organic growth;


•	the timing of expenses related to the development or acquisition of technologies, products or businesses;


•	the cost and potential outcomes of existing and future litigation;


•	the timing and success of new product or service introductions by us or our competitors and customer reviews of those products or services;


•	the timing and success of marketing expenditures for our products and services;


•	the extent of any interruption in our services;

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•	potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;


•	general economic, industry and market conditions, including the recent rise in U.S. interest rates, that impact expenditures for new vehicles, smartphones and mobile location services in the United States and other countries where we sell our services and products;


•	changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;


•	changes in our effective tax rates; and


•	the impact of new accounting pronouncements such as ASC 606.

Fluctuations in our quarterly operating results might lead analysts and investors to change their models for valuing our common stock. As a result, our stock price could decline rapidly and we could face costly securities class action lawsuits or other unanticipated issues.

We are dependent on Ford and GM for a substantial portion of our billings and revenue, and our business, financial condition and results of operations will be harmed if our billings and revenue from Ford and GM do not continue to grow or decline.

Ford represented approximately 60% and 73% of our revenue and approximately 54% and 68% of our billings in the three months ended September 30, 2018 and 2017 , respectively. GM represented approximately 13% and less than 10% of our revenue and approximately 17% and less than 10% of our billings in the three months ended September 30, 2018 and 2017 , respectively. During the first quarter of fiscal 2019, we experienced a decline in billings as compared to the first quarter of fiscal 2018 due primarily to a reduction in certain content costs that are passed through to Ford. We expect that Ford, GM, other automobile manufacturers and tier ones will account for an increasing portion of our revenue and billings, as our revenue and billings from paid wireless carrier provided navigation continues to decline. However, our revenue and billings could potentially decline if Ford or GM increases the cost to consumers of our navigation product, reduces the number of vehicles or the geographies in which vehicles with our product as an option are sold, or its sales of vehicles fall below forecast due to competition, global macro-economic conditions or other factors. Ford offers Apple’s CarPlay and Google’s Android Auto on its vehicles in North America equipped with its SYNC 3 platform and recently announced that Waze is available on its vehicles equipped with the SYNC 3 platform, which may reduce the number of vehicle purchasers who purchase built-in navigation services. GM also offers Apple’s CarPlay and Google’s Android Auto on most of its vehicles in North America. We may not successfully increase our revenue and billings from Ford or GM if our products are replaced within vehicles by Ford or GM with our competitors’ products or from price competition from third parties. Moreover, Ford announced its intention to modify its North American passenger car portfolio strategy and has begun phasing out certain car models, and it recently indicated that it is also considering changes in its European portfolio strategy. This could lead to a significant reduction in the sales of vehicles with our products as an option. We may not be able to mitigate the effect of any lost billings and revenue and our business, financial condition, results of operations and prospects could be materially adversely affected, our stock price could be volatile, and it may be difficult for us to achieve and maintain profitability.

Our contract with Ford covers a broad range of products and services that we provide to Ford. On December 14, 2017, Ford awarded to Telenav a further extension of the Ford Agreement to December 31, 2020 for each jurisdiction in which we currently provide our products to Ford, subject to certain conditions and execution of a subsequent amendment to the Ford Agreement. The subsequent amendment was executed in March 2018. On December 14, 2017, Ford also selected us to provide its next generation navigation solution in North America, subject to certain conditions and execution of an agreement regarding those solutions. Although we have been awarded these programs, in the course of negotiating definitive agreements for the programs, the terms and conditions of the programs, including the pricing, the length of the programs and geographic scope of the programs, may change. We were not awarded the contracts for Europe, South America and Australia and New Zealand. The loss of any contracts awarded, or our failure to be awarded contracts for certain geographies, may adversely impact our business, financial condition and results of operations.

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In addition, a substantial portion of our revenue and billings and, to a lesser extent, gross profit from Ford is impacted by the underlying licensed content cost negotiated through HERE and other content providers. We cannot predict the impact on our revenue, billings, and gross profit of any changes between the automobile manufacturers and the map or other content providers.

We have limited experience managing, supporting and retaining automobile manufacturers and tier ones as customers and if we are not able to maintain Ford and GM as customers our revenue will decline.

Our automotive revenue and earnings could fluctuate due to the complexities of revenue recognition and capitalization of expenses related to customized products.

We adopted ASC 606, Revenue from Contracts with Customers , effective July 1, 2018, utilizing the full retrospective transition method. Under this accounting methodology, royalty amounts earned are bifurcated when there exist various underlying obligations. Revenue is recognized upon fulfillment of the underlying obligation. Such obligations related to earned royalties generally can include an onboard navigation component recognized as revenue once delivered and accepted, a connected services component recognized to revenue over the applicable service period, and a map update component recognized as revenue upon periodic delivery. Due to the complexities of revenue recognition, we may be required to recognize certain revenue over extended periods. For example, because customers of our brought-in automotive navigation solutions simultaneously receive and consume the benefit from our performance, we recognize revenue ratably over the period the services obligation is expected to be fulfilled, which is generally 8 to 12 years, as this provides a faithful depiction of the transfer of control.

Revenue recognition could also be impacted by future amendments to automobile manufacturer and tier one agreements, such as providing our map update solution in other regions, changes in procurement patterns, shipping terms and title transfer. As our solutions encompass greater value-added services, there is potential for changes in the timing of revenue recognition. Investors and securities analysts may not understand the subtleties of these revenue recognition requirements, and the trading prices of our common stock may be negatively affected.

In addition, our revenue recognition is becoming increasingly more complex with the evolution of our value-added products and services, such as our hybrid navigation solutions. The agreements for these solutions can extend over several years and require multiple deliverables. Given the length of our contractual obligations, which often extend beyond the manufacture and sale of the vehicle when the royalty is determined and paid, we may have significant post-production obligations to provide brought-in navigation services or map updates over an extended period of time. These extended obligations can result in a delay in recognition of revenue, or the need to defer and recognize revenue over the period that we are required to provide these post-production obligations or other services.

In conjunction with the adoption of ASC 606, development costs subject to ASC 340-40 incurred to fulfill future obligations under certain actual or anticipated contracts for automotive solutions are capitalized, provided they are expected to be recovered, and then recognized as the related performance obligations are transferred. For on-board automotive solutions, such costs represent the customized portion of software development, which will continue to be recognized upon acceptance of the software under ASC 340-40 since acceptance is generally required for control of the software to transfer. As a result, our recognition of deferred costs may be lumpy and not tied to the production of the vehicles in which the software is installed. For brought-in automotive solutions, such costs will be amortized over the period the services obligation is expected to be fulfilled, since software development does not represent a distinct performance obligation in the case of brought-in automotive solutions. Historically, we recognized such costs for brought-in automotive solutions upon acceptance of the software.

We may also incur significant expense to develop products for automobile manufacturers, such as under our worldwide connected navigation services agreement with GM, prior to receiving any significant revenue related to the sale of vehicles with our navigation services. As our offerings in automotive navigation expand, we may not correctly anticipate the financial accounting treatment for the various products.

We may not be successful at adapting our business model for the Chinese automotive navigation market, which may reduce our revenue per vehicle.

Expanding our initial automotive entry in the Chinese market is an important component of our global growth strategy. The automotive software market in China is highly competitive. This competition comes from large international automotive software providers as well as strong domestic providers. The Chinese navigation software market is seeing transition towards new business models by third-party navigation product vendors, such as substantially lower per unit license fees that are intended to be offset by opportunities to monetize navigation usage in additional ways that may include, but not be limited to, advertising, usage-based insurance and utilizing data to create high definition maps. Global platform navigation products tend to fare poorly in China. For example, our revenue from Ford China declined materially in fiscal 2018 and we expect it to

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continue to decline in the absence of a new, localized product. We may need to change or modify our license fee model in China in order to compete effectively. Our inability to do so may have a material impact on our ability to expand into the Chinese market. Even if we adopt new license fee models for China based automobile manufacturers, we may not recognize revenue from those new models sufficient to compensate us for the costs of supporting those automobile manufacturers in the short-term, if at all. In addition, many of the same business model, pricing and licensing changes, could also impact us in additional markets including, but not limited to, North America and Europe.

We may not be successful in generating material revenue from automobile manufacturers and tier ones other than Ford and GM. As a result, our business, financial condition and results of operations will be harmed if we are unable to diversify our automotive revenue.

Although we have attempted to mitigate our dependence on Ford and GM by establishing relationships with other automobile manufacturers and tier ones, these relationships may not produce significant revenue if the products are launched in limited models or face competition from third parties. Even if we are able to diversify our automotive navigation business through new arrangements, such as our more recently established relationships with Toyota and FCA, customers may not elect to purchase automobile manufacturer and tier one navigation offerings that include our software and/or services for reasons unrelated to performance of our software or services. Even if we win new awards, once those programs go into production, consumers may not widely adopt our navigation offerings or may criticize the performance or quality of the navigation software and our reputation may be harmed. If customer purchase rates are less than anticipated, we may be unable to effectively diversify our automotive navigation revenue and our business, financial condition and results of operations may be harmed.

We may be unable to enter into agreements to provide automotive navigation products if we do not offer navigation products that serve geographies throughout the world or automobile manufacturers and tier ones are uncomfortable with our ability to support markets outside of the United States. Our automobile manufacturer and tier one customers may choose to partner with providers of location services with extensive international operations. We may be at a disadvantage in attracting such customers due to our business being concentrated in the United States, and we may not be successful in other geographies if customers are uncomfortable with the look and feel of our solutions. If we are unable to attract or retain such automobile manufacturer and tier one customers, our revenue and operating results will be negatively affected.

We may incur substantial costs when engaging with a new automotive navigation customer and may not realize substantial revenue from that new customer in the short-term, if at all.

The design and sales cycle for on-board or brought-in automotive navigation services and products is substantially longer than those associated with our mobile navigation services to customers of wireless carriers or our advertising platform services. As a result, we may not be able to achieve significant revenue growth with new customers from the automotive navigation business in a short period of time, or at all. In addition, these lengthy cycles make it difficult to predict if and when we will generate revenue from new customers. For example, design wins for vehicles may be awarded 12 to 36 months prior to the anticipated commercial launch of the vehicle. We also entered into a contract with GM in 2014 to provide worldwide hybrid navigation solutions beginning in model year 2017 and continuing through model year 2025, and our hybrid product launched in its first GM models, the Cadillac CTS and CTS-V, in February 2017. We cannot assure you that our products will be in a wide variety of geographic markets in which GM sells vehicles in or across a variety of models and brands. GM has not provided us with any volume or revenue guarantees, and we cannot assure you that we will continue to receive material revenue from these products and services.

We have a partnership with Toyota for Toyota and Lexus vehicles and a separate partnership with Xevo for another navigation solution for Toyota and Lexus vehicles. While we have seen expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models in fiscal 2019, we expect that Toyota may limit the number of future models or vehicles on which Scout GPS Link is offered by Toyota and Lexus due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota recently announced it is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers. We cannot assure you that we will receive significant revenue from the solutions for Toyota in the long-term. While we continue to invest in our existing and new relationships with automobile manufacturers, if our products do not meet the consumer’s expectations, auto manufacturer customers may not continue to offer our solutions.

We also may not price our solutions in such a way that is profitable for us and enables us to recoup the development expenses we incurred to provide such solutions in the time we expect or at all. Development schedules for automotive navigation products are difficult to predict, and there can be no assurance that we will achieve timely delivery of these products to our customers. To the extent that we charge service fees beyond an initial fee at the time the vehicle is purchased, we may not be successful in gaining traction with customers to provide services and charge ongoing monthly or annual fees outside of the traditional on-board navigation service model.

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Our map, POI and other content costs for our automotive navigation solutions are higher than those we have historically paid for our mobile phone-based navigation services and to date we have not been able to use OSM offerings for automotive navigation, other than our Scout GPS Link mobile application for Toyota. Our ability to build demand for our automotive navigation products and services is also dependent upon our ability to provide the products and services in a cost-effective manner, which may require us to renegotiate map and POI content relationships to address the specific demands of our automotive navigation products and services. If we are unable to improve our margins, we may not be able to operate our automotive navigation business profitably. If we fail to achieve revenue growth in any of our automotive navigation solutions (whether on-board, brought-in or other), we may be unable to achieve the benefits of revenue diversification. In addition, our map and content suppliers, HERE and TomTom, are also becoming competitors through the offering of their own automotive navigation services.

The success of our automotive navigation products may be affected by the number of vehicle models offered with our navigation solutions, as well as overall demand for new vehicles.

Our ability to succeed long term in the automotive industry depends on our ability to expand the number of models offered with our navigation solutions by our current automobile manufacturer customers. We are also dependent upon our ability to attract new automobile manufacturers and tier ones. For automobile manufacturers with whom we have established relationships, such as Ford, our success depends on continued production and sale of new vehicles offered with, and adoption by end users of, our products when our product is not a standard feature. Our on-board and hybrid solutions may not satisfy automobile manufacturers’ or end customers’ expectations for those solutions. If automobile manufacturers and tier ones do not believe that our services meet their customers’ needs, our products and services may not be designed into future model year vehicles. As we move forward, our existing automobile manufacturers and tier ones may not include our solutions in future year vehicles or territories, which would negatively affect our revenue from these products. Production and sale of new vehicles are subject to delay due to forces outside of our control, such as natural disasters, parts shortages and work stoppages, as well as general economic conditions. For example, in May 2018, Ford ceased production of certain of its pickup trucks for several weeks due to a fire at a third-party supplier.

We rely on our customers for timely and accurate vehicle and subscriber sales information. A failure or disruption in the provisioning of this data to us would materially and adversely affect our ability to manage our business effectively.

We rely on our automobile manufacturers and tier one customers to provide us with reports on the number of vehicles they sell with our on-board, brought-in and hybrid navigation products and services included, depending on the nature of our contractual relationship, and to remit royalties for those sales to us. We also rely on our wireless carrier customers to bill subscribers and collect monthly fees for our mobile navigation services, either directly or through third-party service providers. The risk of inaccurate reports may increase as our customers expand internationally and increase the number of manufacturing locations. For example, in the three months ended March 31, 2017 and September 30, 2017, Ford determined that it had misreported the production of vehicles to us in certain factories. If our customers or their third-party service providers provide us with inaccurate data or experience errors or outages in their own billing and provisioning systems when performing these services, our revenue may be less than anticipated or may be subject to adjustment with the customer. In the past, we have experienced errors in reporting from automobile manufacturers and wireless carriers. If we are unable to identify and resolve discrepancies in a timely manner, our revenue may vary more than anticipated from period to period, which could harm our business, operating results and financial condition.

Our business practices with respect to data could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

Our advertising services depend on our ability to collect, store and use information related to mobile devices and the ads we place, including a device’s geographic location for the purpose of targeting ads to the user of the device. Our automotive navigation services also depend on our ability to collect, store and use such information as we deliver personalized navigation. Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect across our mobile advertising and navigation platforms. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent with our practices. Any failure, or perceived failure, by us to comply with such laws could result in proceedings or actions against us by governmental entities, consumers or others. Such proceedings or actions could hurt our reputation, force us to spend significant amounts to defend ourselves, distract our management, increase our costs of doing business, require us to change our advertising services or disclosures, adversely affect the demand for our services and ultimately result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless our users from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services.

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The regulatory framework for privacy issues worldwide is still evolving. For example, the European Union’s (“EU”) General Data Protection Regulation (“GDPR”) took effect in May 2018. The GDPR replaces Directive 95/46/EC of 1995 and is directly applicable in EU member states. Among other things, the GDPR regulates data controllers and processors outside of the EU whose processing activities relate to the offering of goods or services to, or monitoring the behavior within the EU of, EU data subjects. Complying with the GDPR may cause us to incur substantial operational costs or require us to change our business practices. Despite our efforts to bring practices into compliance before the effective date of the GDPR, we cannot assure you that we are fully compliant. The GDPR imposes significant penalties of up to the greater of 4% of worldwide turnover and €20 million for breaches of data protection rules. As a result, we may be subject to fines and penalties, litigation, reputational harm and our business may be seriously harmed if we fail to protect the privacy of third-party data or to comply with the GDPR or other applicable regimes. In addition, various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile and advertising industries in particular. It is possible that new laws, regulations, standards, recommendations, best practices or requirements will be adopted that would affect our business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices. To the extent that we or our clients are subject to new laws or recommendations or choose to adopt new standards, recommendations, or other requirements, we may have greater compliance burdens. If we are perceived as not operating in accordance with industry best practices or any such guidelines or codes with regard to privacy, our reputation may suffer, and we could lose relationships with advertiser or developer partners.

Changes to United States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

There have been ongoing discussions and commentary regarding potential significant changes to the United States trade policies, treaties, tariffs and taxes, including trade policies and tariffs regarding China. Earlier this year, the Office of the U.S. Trade Representative, or the USTR, enacted tariffs on imports into the U.S. from China. In September 2018, the USTR enacted another tariff on the import of other Chinese products with an additional combined import value of approximately $200 billion. The tariff became effective on September 24, 2018, with an initial rate of 10% until the end of the year when they are expected to increase to 25%. The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable. It is unclear what changes might be considered or implemented and what response to any such changes may be by the governments of other countries. These changes have created significant uncertainty about the future relationship between the United States and China, as well as other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. If significant tariffs or other restrictions are placed on Chinese imports or any related counter-measures are taken by China, our revenue and results of operations may be materially harmed. Furthermore, current or future tariffs imposed by the U.S. may also negatively impact the automobile manufacturers to which we provide our automotive navigation products and services, thereby causing an indirect negative impact on our own sales. Any reduction in the sales of our customers and business partners, and/or any apprehension among our customers and business partners of a possible reduction in such sales, would likely cause an indirect negative impact on our own sales. Even in the absence of further tariffs, the related uncertainty and the market's fear of an escalating trade war might create forecasting difficulties for us and cause our customers and business partners to place fewer orders for our products and services, which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between these nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations and affect our strategy in China and elsewhere around the world. Given the relatively fluid regulatory environment in China and the United States and uncertainty how the U.S. Administration or foreign governments will act with respect to tariffs, international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations.

The advertising business is subject to seasonality, and we may not successfully grow our advertising revenue if we are unable to attract and retain advertisers.

We believe the advertising business is subject to varying buying patterns and seasonality, which can impact our ability to grow our revenue. For example, in the three months ended December 31, 2017, 2016 and 2015, we experienced higher advertising revenue as the second quarter is traditionally stronger due to seasonality; however, advertising revenue subsequently declined sequentially in the three months ended March 31, 2018, 2017 and 2016. In fact, our advertising revenue in the three months ended March 31, 2018 was the lowest it had been for any quarter in the last three years.

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In order to grow our advertising business, we need to identify and attract a significant number of advertisers through our Thinknear platform. The mobile advertising market is highly competitive, and advertisers have many options through which to purchase mobile advertising. Our business will require us to attract and retain a large number of advertisers and will also require us to maintain the ability to purchase a large volume of inventory at competitively attractive rates. Increased competition from other mobile advertising companies and technology developers could impair our ability to secure advertiser revenue. Increased competition could also limit our ability to purchase inventory for advertising placements at an economically attractive rate. We do not have substantial experience in selling advertising and supporting advertisers and may not be able to develop these capabilities successfully. We may not be successful in retaining experienced sales personnel or recruiting the number of sales personnel we need to scale or effectively train them to sell mobile advertising. Sales personnel may also be slow to ramp up their sales pipelines, negatively impacting our ability to grow. We may not succeed in attracting and retaining a critical mass of advertisers and ad placements and may not be successful in demonstrating the value of mobile advertising. If we are unable to improve the margins of our advertising business, it may not become profitable and may impair our ability to invest in new opportunities or become profitable as a whole.

Mobile connected device users may choose not to allow tracking of their location information and therefore local advertising may not be feasible on their devices.

The growth of our advertising revenue will depend on our ability to deliver location targeted, highly relevant ads to consumers on their mobile connected devices. Our targeted advertising is highly dependent on the consumers allowing applications to have access to their location data. Users may elect not to allow location data sharing for a number of reasons, including personal privacy concerns. Mobile operating systems vendors and application developers are also promoting features that allow device users to disable device functionality that consumers may elect to invoke. In addition, companies may develop products that enable users to prevent ads from appearing on their mobile device screens. If any of these developments were to become widely used by consumers, our ability to deliver effective advertising campaigns on behalf of our advertiser clients would suffer, which could hurt our ability to generate advertising revenue.

Our legacy wireless carrier mobile navigation business is declining and may be eliminated altogether in the future. As it continues to decline, our revenue and net income or loss will continue to be adversely affected.

Although we historically received a majority of our revenue from wireless carriers whose subscribers received our services through bundles or by purchasing our navigation services, consistent with industry trends, our wireless carrier revenue has declined significantly. In the last three fiscal years, wireless carrier subscribers have materially decreased their subscriptions for, and usage of, our paid navigation services and our revenue from our relationship with wireless carriers has declined accordingly. We anticipate that wireless carrier subscribers will continue to decrease their subscriptions for paid navigation services in favor of free or freemium offerings and that revenue from our relationship with wireless carriers will continue to decline and may be eliminated altogether in the future. In the event that our mobile navigation business ceases to be profitable or we determine that it diverts resources from growing areas of our business, we may ultimately elect to terminate our legacy wireless carrier mobile navigation business. In addition, our wireless carrier customers may determine that the cost of offering our service to their subscribers outweighs the benefits and may decide to terminate our business relationship. Our other sources of revenue from our location-based platforms, including automotive navigation and location-based advertising, have substantially lower margins than wireless carrier mobile navigation revenue and, as a result, we would have to generate substantially more revenue from those services to replace the declining wireless carrier revenue.

Our customer requirements and content management obligations are complex. If we inadvertently include content for which we have liability to the vendor but may not be entitled to payment from our customer, our financial condition and results of operation could be harmed.

The nature and extent of content that is delivered as part of our navigation solutions is complex to manage. Matching the requirements of our customers with the content offered by our vendors may result in our inclusion of content which we believe is necessary to meet our customers’ requirements for which the customer may not have agreed to make payment to us. In addition, our customers speak directly to our vendors and often those conversations influence the expected content for our end products; however, customers may not be fully informed as to the license costs associated with the various components. Therefore, there is some risk that we may include content for which we have liability to the vendor but may not be entitled to payment from our customer. If these situations were to occur, our business, financial condition and results of operations could be adversely affected.

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We face intense competition in our market, especially from competitors that offer their mobile location services for free, which could make it difficult for us to acquire and retain customers and end users.

The market for development, distribution and sale of location services is highly competitive. Many of our competitors have greater name recognition, larger customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do. Competitors may offer mobile location services that have at least equivalent functionality to ours for free. For example, Google offers free voice-guided turn by turn navigation as part of its Google Maps and Waze products for mobile devices, including those based on the Android and iOS operating system platforms, and Apple offers proprietary maps and voice-guided turn by turn directions. Microsoft Corporation also provides a free voice-guided turn by turn navigation solution on its Windows Mobile and Windows Phone operating systems. Competition from these free offerings may reduce our revenue, result in our incurring additional costs to compete and harm our business. If our wireless carrier customers can offer these mobile location services to their subscribers for free, they may elect to cease their relationships with us, similar to Sprint, alter or reduce the manner or extent to which they market or offer our services or require us to substantially reduce our fees or pursue other business strategies that may not prove successful. In addition, new car buyers may not value navigation solutions built in to their vehicles if they believe that free (brought-in) offerings, such as Apple CarPlay or Google’s auto initiatives, are adequate and may not purchase our solutions with their new cars. Ford offers Apple’s CarPlay and Google’s Android Auto on its vehicles in North America equipped with its SYNC 3 platform and announced that Waze will be available on its vehicles equipped with the SYNC 3 platform, which may reduce the number of vehicle purchasers who purchase on-board navigation solutions. GM also offers Apple’s CarPlay and Google’s Android Auto on most of its vehicles in North America. While we have seen expansion of our latest version of Scout GPS Link solution across more Toyota and Lexus models in fiscal 2019, we expect that Toyota may limit the number of future models or vehicles on which Scout GPS Link is offered by Toyota and Lexus due in part to the offering of alternative brought-in solutions such as Apple’s CarPlay, which Toyota recently announced it is offering across certain Toyota models, and the expanded offering of Google’s Android Auto solution across more automobile manufacturers. We may not successfully increase our revenue from Ford or Toyota, and our revenue could decrease, if our products are replaced within vehicles by Ford or Toyota with our competitors’ products or due to price competition from third parties.

We compete in the automotive navigation market with established automobile manufacturers and tier ones and providers of on-board navigation services such as AISIN AW CO., Ltd, AutoNavi Software Co., Ltd., Robert Bosch GmbH, Elektrobit Corporation, Garmin, Ltd., HERE, Navinfo Co., Ltd., NNG LLC, Shenyang MXNavi Co., Ltd., and TomTom, as well as other competitors such as Apple and Google. We compete in the advertising network services business with mobile platform providers, including Google, Facebook, Inc., AOL Inc., Oath, Inc., GroundTruth, Inc., Verve Wireless, Inc., PlaceIQ, Inc. and NinthDecimal, Inc., among others. Some of our competitors’ and our potential competitors’ advantages over us, either globally or in particular geographic markets, include the following:


•	significantly greater revenue and financial resources;


•	ownership of mapping and other content allowing them to offer a more vertically integrated solution;


•	stronger brand and consumer recognition in a particular market segment, geographic region or worldwide;


•	the capacity to leverage their marketing expenditures across a broader portfolio of products;


•	access to core technology and intellectual property, including more extensive patent portfolios;


•	access to custom or proprietary content;


•	quicker pace of innovation;


•	stronger automobile manufacturer, tier one, advertising agency and advertiser relationships;


•	more financial flexibility and experience to make acquisitions;


•	ability or demonstrated ability to partner with others to create stronger or new competitors;


•	stronger international presence, which could make our larger competitors more attractive partners to automobile manufacturers and tier ones;


•	lower labor and development costs; and


•	broader global distribution and presence.

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Our competitors’ and potential competitors’ advantages over us could make it more difficult for us to sell our navigation services, and could result in increased pricing pressures, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share or expected market share, any of which would likely cause harm to our business, operating results and financial condition.

If we are unable to integrate future acquisitions successfully, our operating results and prospects could be harmed.

In the future, we may make acquisitions to improve our navigation services offerings or expand into new markets. Our future acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Mergers and acquisitions are inherently risky, and any mergers and acquisitions we complete may not be successful. Future mergers and acquisitions we may pursue would involve, numerous risks, including the following:


•	difficulties in integrating and managing the operations, technologies and products of the companies we acquire, that are geographically remote from our existing operations;


•	diversion of our management’s attention from normal daily operation of our business;


•	our inability to maintain the key business relationships and the reputations of the businesses we acquire;


•	our inability to retain key personnel of the companies we acquire;


•	uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;


•	our dependence on unfamiliar affiliates and customers of the companies we acquire;


•	insufficient revenue to offset our increased expenses associated with acquisitions;


•	our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and


•	our inability to maintain internal standards, controls, procedures and policies.

We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will likely experience dilution, and if we finance future acquisitions with debt funding, we will incur interest expense and may have to comply with financial covenants and secure that debt obligation with our assets.

We may be required to recognize a significant charge to earnings if our goodwill or other intangible assets become impaired.

We have recorded goodwill related to our prior acquisitions and may do so in connection with any potential future acquisitions. Goodwill and other intangible assets with indefinite lives are not amortized, but are reviewed for impairment annually or on an interim basis whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Factors that may indicate that the carrying value of our goodwill or other intangible assets may not be recoverable include a persistent decline in our stock price and market capitalization, reduced future cash flow estimates and slower growth rates in our industry. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or other intangible assets is determined, which would adversely impact our results of operations. We report results in three business segments, which requires the allocation of goodwill and intangibles to each of these segments. As a result, we conduct our impairment review each year or on an interim basis by segment, which can result in a different outcome than if assessed on an overall consolidated basis. For example, during the three months ended March 31, 2018, certain mobile navigation customer contracts were amended and certain other customers indicated their intent with respect to terminating services in the near term. Based upon a qualitative assessment indicating that it was more likely than not that the fair value of the mobile navigation reporting unit was less than its carrying value, we performed an interim goodwill impairment test for our mobile navigation segment during the three months ended March 31, 2018. Based on the results of our test, the carrying value of our mobile navigation business exceeded its estimated fair value. Accordingly, during the three months ended March 31, 2018, we recognized a $2.7 million impairment of all of the goodwill associated with our mobile navigation segment. We may make similar determinations regarding the impairment of goodwill in the future, which could have a material and adverse effect on our profitability.

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Warranty claims, product liability claims, product recalls and regulatory liability claims could subject us to significant costs and adversely affect our financial results.

We warrant our automotive navigation products to be free from defects in materials, workmanship and design for periods ranging from three months to seven years. If our navigation services or products contain defects, there are errors in the maps supplied by third-party map providers or if our end users do not heed our warnings about the proper use of these products, collisions or accidents could occur resulting in property damage, personal injury or death. If any of these events occurs, we could be subject to significant liability for personal injury and property damage and under certain circumstances could be subject to a judgment for punitive damages. In addition, if any of our designed products are defective or are alleged to be defective, we may be required to participate in a recall campaign. These recall and warranty costs could be exacerbated to the extent they relate to global platforms or we are unable to deliver software updates over the air. Furthermore, recall actions could adversely affect our reputation or market acceptance of our products, particularly if those recall actions cause consumers to question the safety or reliability of our products. Warranty claims, a successful product liability claim or a requirement that we participate in a product recall campaign may adversely affect our results of operations and financial condition.

We accrue costs related to warranty claims when they are probable of being incurred and reasonably estimable. Our warranty costs have historically not been material. From time to time, we experience incidents where it may be necessary for us to expend resources to investigate and remedy a potential warranty claim.

We maintain limited insurance against accident related risks involving our products. However, we cannot assure you that this insurance would be sufficient to cover the cost of damages to others or will continue to be available at commercially reasonable rates. In addition, our errors and omissions insurance policy excludes coverage for certain consumer protection regulatory claims, including any future claims brought under the Telephone Consumer Protection Act. We may also be named as a defendant in litigation by consumers individually or on behalf of a class if their handsets or automobiles suffer problems from software downloads from our customers. If we are unable to obtain indemnification from our customer for any damages or legal fees we may incur in connection with such complaints, our financial position may be adversely impacted. In addition, insurance coverage generally will not cover awards of punitive damages and may not cover the cost of associated legal fees and defense costs. If we are unable to maintain sufficient insurance to cover product liability or regulatory liability costs, or if we experience losses not covered by our insurance, our business, financial condition and results of operations could be adversely affected.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by defective software and other losses.

Our agreements with our customers include indemnification provisions. We agree to indemnify them for losses suffered or incurred in connection with our navigation services or products, including as a result of intellectual property infringement, damages caused by defects and damages caused by viruses, worms and other malicious software. The term of these indemnity provisions is generally perpetual after execution of the corresponding agreement, and the maximum potential amount of future payments we could be required to make under these indemnification provisions is generally substantial and may be unlimited. In addition, some of these agreements permit our indemnitees to terminate their agreements with us if they determine that the use of our navigation services or products infringes third-party intellectual property rights.

We have received, and expect to receive in the future, demands for indemnification under these agreements. These demands can be very expensive to settle or defend, and we have in the past incurred substantial legal fees and settlement costs in connection with certain of these indemnity demands. Furthermore, we have been notified by several customers that they have been named as defendants in certain patent infringement cases for which they may seek indemnification from us. Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to the current or future notifications, could materially harm our business, operating results and financial condition.

We may in the future agree to defend and indemnify our customers in connection with the pending notifications or future demands, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe that our services and products infringe the asserted intellectual property rights. Alternatively, we may reject certain of our customers’ indemnity demands, which may lead to disputes with our customers and may negatively impact our relationships with them or result in litigation against us. Our customers may also claim that any rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. Our agreements with certain customers may be terminated in the event an infringement claim is made against us and it is reasonably determined that there is a possibility our technology or services infringed upon a third party’s rights. If, as a result of indemnity demands, we make substantial payments, our relationships with our customers are negatively impacted or if any of our customer agreements is terminated, our business, operating results and financial condition could be materially adversely affected.

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Our investment portfolio may become impaired by deterioration of the financial markets.

Our cash equivalent and short-term investment portfolio as of September 30, 2018 consisted of corporate bonds, asset-backed securities, municipal securities, U.S. agency securities, commercial paper and money market mutual funds. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes.

Should financial market conditions worsen in the future, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any deterioration of the capital markets could cause our other income and expense to vary from expectations. As of September 30, 2018 , we had no material impairment charges associated with our short-term investment portfolio. Although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.

Our effective tax rate may fluctuate, which could reduce our anticipated income tax benefit in the future.

Our effective tax rate could be adversely affected by several factors, many of which are outside of our control. Our effective tax rate may be affected by the proportion of our revenues and income (loss) before taxes in the various domestic and international jurisdictions in which we operate. Our revenue and operating results are difficult to predict and may fluctuate substantially from quarter to quarter. We are also subject to changing tax laws, regulations and interpretations in multiple jurisdictions in which we operate, as well as the requirements of certain tax and other accounting body rulings. Since we must estimate our annual effective tax rate each quarter based on a combination of actual results and forecasted results of subsequent quarters, any significant change in our actual quarterly or forecasted annual results may adversely impact the effective tax rate for the period. Our estimated annual effective tax rate may fluctuate for a variety of reasons, including:


•	changes in forecasted annual operating income or loss by jurisdiction and forecasted withholding taxes;


•	changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;


•	requests by customers to bill their foreign subsidiaries and related entities, which may subject us to income tax withholding requirements on sales made in such jurisdictions;


•	changes to the valuation allowance on net deferred tax assets;


•	changes to actual or forecasted permanent differences between book and tax reporting, including the tax effects of purchase accounting for acquisitions and non-recurring charges which may cause fluctuations between reporting periods;


•	impact from any future tax settlements with state, federal or foreign tax authorities;


•	impact from increases or decreases in tax reserves due to new assessments of risk, the expiration of the statute of limitations or the completion of government audits;


•	impact from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the expiration and retroactive reinstatement of tax holidays;


•	impact from withholding tax requirements in various non-U.S. jurisdictions and our ability to recoup those withholdings, which may depend on how much revenue we have in a particular jurisdiction to offset the related expenses;


•	changes in customer arrangements where the customer’s domicile may impose withholding tax on our revenue that we previously were not subject to;


•	impact from acquisitions and related integration activities; or


•	impact from new FASB requirements.

Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in future periods. In fiscal 2014, we recorded a valuation allowance on the majority of our deferred tax assets, net of liabilities since the assets are not more likely than not to be realized based upon our assessment of all positive and negative evidence. Realization of deferred tax assets is dependent upon future

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taxable earnings, the timing of which is uncertain. Due to losses in previous years and expected losses in fiscal 2019 and potentially future years in the United States, we maintained a full valuation allowance on deferred tax assets in the United States. Due to operating losses in previous years and expected losses in future years, we continued to maintain a full valuation allowance for our foreign deferred tax assets in the United Kingdom. In the event deferred tax assets in Germany cannot be realized based upon the ability to generate future income in Germany, our effective tax rate would be negatively impacted.

Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.

We prepare our consolidated financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles. A change in these principles can have a significant effect on our reported results and may even retroactively affect previously reported transactions. Additionally, the adoption of new or revised accounting principles, such as ASC 606 and ASC 842, Leases , may require that we make significant changes to our systems, processes and controls.

It is not clear if or when other potential changes in accounting principles may become effective, whether we have the proper systems and controls in place to accommodate such changes and the impact that any such changes may have on our financial position and results of operations.

We rely on a proprietary provisioning and reporting system for our navigation products and services to track end user activation, deactivation and usage data, and any material failures in this system could harm our revenue, affect our costs and impair our ability to manage our business effectively.

Our provisioning and reporting system that authenticates end users and tracks the number of end users and their use of our services is a proprietary and customized system that we developed internally. Although we believe that the flexibility of this service to integrate tightly with automobile manufacturers’ reporting and provisioning systems gives us a competitive advantage, we might lose revenue and the ability to manage our business effectively if the system were to experience material failures or be unable to scale as our business grows. In addition, we may not be able to report our financial results on a timely basis if our customers question the accuracy of our records or we experience significant discrepancies between the data generated by our provisioning and reporting systems and data generated by their systems, or if our systems fail or we are unable to report timely and accurate information to our third-party data providers. The inability to timely report our financial results would impair the quality of our financial reporting and could result in the delisting of our common stock.

We rely on third-party data and content to provide our services, and if we were unable to obtain content at reasonable prices, or at all, our gross margins and our ability to provide our services would be harmed.

We rely on third-party data and content to provide our services, including map data, POI, traffic information, gas prices and weather information. If our suppliers of this data or content were to enter into exclusive relationships with other providers of location services or were to discontinue providing such information and we were unable to replace them cost effectively, or at all, our ability to provide our services would be harmed. Our gross margins may also be affected if the cost of third-party data and content increases substantially. Although we have integrated OSM data into our products, we may experience difficulty with customer acceptance if the quality of the consumer generated data within OSM is lower than that of paid maps. We introduced mobile phone-based navigation with OSM and launched our first brought-in automotive navigation service with OSM in 2015. As a result, we may not have sufficient data for automobile manufacturers and tier ones to feel comfortable electing to use OSM in the products and services we provide them.

We obtain map data from TomTom and HERE, which are companies owned by our current and potential competitors. Accordingly, these third-party data and content providers may act in a manner that is not in our best interest. For example, they may cease to offer their map and POI data to us. We are in the process of amending our agreement with TomTom to extend the term of our license to TomTom map data for voice-guided turn by turn GPS navigation service for our existing mobile navigation products, which is scheduled to expire on December 31, 2018. The license to other data from TomTom under the same agreement will continue for the period set forth in the agreement. Our master data license agreement with HERE was automatically renewed under its existing terms through January 31, 2020, and automatically renews for successive one-year periods unless either party provides notice of non-renewal at least 180 days prior to the expiration of the applicable term. However, individual territory licenses with distinct term, termination and renewal provisions further govern the license of map data to support individual programs and products for our automobile manufacturers and tier ones.

We may identify other requisite content and content-related technologies, including certain geocoding data necessary for our OSM products, that we may be unable to license or develop internally. If we are unsuccessful in these endeavors, we may be unable to successfully launch our OSM-based products globally and across all desired product offerings.

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We may not be able to upgrade our navigation services platform to support certain advanced features and functionality without obtaining technology licenses from third parties. Obtaining these licenses may be costly and may delay the introduction of such features and functionality, and these licenses may not be available on commercially favorable terms, or at all. The inability to offer advanced features or functionality, or a delay in our ability to upgrade our navigation services platform, may adversely affect consumer demand for our navigation services and, consequently, harm our business.

We may be subject to our automobile manufacturer or tier one’s selection of map and other content providers, and our ability to negotiate and enter into a license with such provider(s) may be dependent on the timing of such automobile manufacturer or tier one’s official nomination for such content providers. Accordingly, we may have contractual obligations to provide certain products and services for certain model years or periods to our automobile manufacturer or tier one partners, prior to our ability to enter into agreements with our map and other content providers to support such products and services. We may be unable to obtain data licenses with the necessary content providers to support these products and services, or we may not be able to secure such data licenses without additional, unplanned costs or delays.

We also use our proprietary provisioning and reporting system to record and report royalties we owe to third-party providers of content used by end users in connection with our services. Certain of the third-party content providers have the right to audit our use of their services and, if we are found to have under or incorrectly reported usage, we may be required to pay the third-party content providers for the actual usage, as well as interest and the cost of the audit. Any significant error in our recording and payment of royalties to our third-party content providers could have a material and adverse effect on our financial results. We may also incur losses as a result of any significant error.

Network failures, disruptions or capacity constraints in our third-party hosted data center facilities could affect the performance of our navigation services and harm our reputation and our revenue.

We use hosted services provided by Amazon Web Services, or AWS, and wireless carrier networks to deliver our navigation and advertising platform services. Our operations rely to a significant degree on the efficient and uninterrupted operation of the third-party data centers we use. In the event that AWS or wireless carrier networks experience a disruption in services or a natural disaster, our ability to continue providing our services would be compromised. Depending on the growth rate in the number of our end users and their usage of our services, if we do not timely complete the negotiation for and scale of additional hosting services, we may experience capacity issues, which could lead to service failures and disruptions. In addition, if we are unable to secure third-party hosting services with appropriate power, cooling and bandwidth capacity, we may be unable to efficiently and effectively scale our business to manage the addition of new automobile manufacturers and tier ones, increases in the number of our end users or increases in data traffic.

AWS hosting services are potentially vulnerable to damage or interruption from a variety of sources, including fire, flood, earthquake, power loss, telecommunications or computer systems failure, human error, terrorist acts or other events. We have not yet completed a comprehensive business continuity plan and there can be no assurance that the measures implemented by us to date, or measures implemented by us in the future, to manage risks related to network failures or disruptions in our data centers will be adequate, or that the redundancies built into our servers will work as planned in the event of network failures or other disruptions. In particular, if we were to experience damage or interruptions to AWS hosting services our ability to provide efficient and uninterrupted operation of our services would be significantly impaired.

We could also experience failures of our data centers or interruptions of our services, or other problems in connection with our operations, as a result of:


•	damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;


•	errors in the processing of data;


•	computer viruses or software defects;


•	physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or


•	errors by our employees or third-party service providers.

Poor performance in or disruptions of our services could harm our reputation, delay market acceptance of our services and subject us to liabilities. Our automobile manufacturer and tier one agreements for on-board and hybrid solutions require us to meet at least 99.9% operational uptime requirements, excluding scheduled maintenance periods, or be subjected to penalties. Any outage in a network or system, or other unanticipated problem that leads to an interruption or disruption of our navigation services, could have a material adverse effect on our operating results and financial condition.

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We may not be able to enhance our location services to keep pace with technological and market developments, or develop new location services in a timely manner or at competitive prices.

The market for location services is characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. To keep pace with technological developments, satisfy increasing customer requirements and achieve product acceptance, our future success depends upon our ability to enhance our current navigation services platform and advertising services platform and to continue to develop and introduce new navigation services, advertising services and other location-based product offerings and enhanced performance features and functionality on a timely basis at competitive prices. Our inability, for technological or other reasons, to enhance, develop, introduce or deliver compelling services and products in a timely manner, or at all, in response to changing market conditions, technologies or consumer expectations could have a material adverse effect on our operating results or could result in our services becoming obsolete. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering team and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our services platform with evolving industry standards and protocols and competitive network operating environments.

A large percentage of our research and development operations are conducted in China and Romania, and our ability to introduce new services and support our existing services cost effectively depends on our ability to manage those remote development sites successfully.

Our success depends on our ability to enhance our current services and develop new services and products rapidly and cost effectively. A majority of our research and development personnel are in China and Romania. Although we have sought to retain certain key personnel, we may be unable to retain them over the long-term. In addition, we have been experiencing significant increases in compensation costs in China and Romania due to competitive market conditions for qualified staff, as well as higher risk of employee turnover in those markets.

We also expect that we may continue to consolidate certain of our operations or reduce our workforce if we are unable to continue to replace wireless carrier revenue with other sources of high gross margin revenue. These reorganizations or reductions in force could result in unexpected costs or delays in product development that could impair our ability to meet market windows or cause us to forego certain new product opportunities.

Because our long-term success depends on our ability to increase the number of end users located outside of the United States, our business will be susceptible to risks associated with international operations.

As of September 30, 2018 , we had international operations in China, Romania, Germany, Japan and South Korea. Our experience with wireless carriers, automobile manufacturers and tier ones, and advertisers outside the United States is limited. Our revenue from customers in the United States comprised 85% and 94% of our total revenue in the three months ended September 30, 2018 and 2017 , respectively. However, our product is distributed globally in many different regions outside the United States, including South America, Europe, Australia, China and New Zealand. Our limited experience in operating our business outside the United States increases the risk that our current and future international expansion efforts may not be successful. In particular, our business model may not be successful in certain countries or regions outside the United States for reasons that we currently do not anticipate. In addition, conducting international operations subjects us to risks that we have not generally faced in the United States. These include:


•	fluctuations in currency exchange rates;


•	unexpected changes in foreign regulatory requirements or delays in obtaining necessary foreign regulatory approvals;


•	difficulties in managing the staffing of remote operations;


•	potentially adverse tax consequences, including the complexities of foreign value added tax systems, foreign tax withholding, restrictions on the repatriation of earnings and changes in tax rates;


•	difficulties in collecting accounts receivable balances in a timely manner;


•	dependence on foreign wireless carriers with different pricing models;


•	roaming charges to end users;


•	availability of reliable mobile networks in those countries;

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•	requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;


•	requirements that we comply with local privacy regulations;


•	the burdens of complying with a wide variety of foreign laws and different legal standards;


•	increased financial accounting and reporting burdens and complexities;


•	political, social and economic instability in some jurisdictions;


•	terrorist attacks and security concerns in general; and


•	reduced or varied protection for intellectual property rights in some countries.

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability and we may incur larger losses as a result.

We rely on our management team and need specialized personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

Our success and future growth depend on the skills, working relationships and continued services of our management team. We have experienced significant turnover in our management team since the beginning of fiscal 2019, including the previously announced planned departure of our Chief Financial Officer in January 2019, as well as the departure of our General Counsel in October 2018. Our future performance will depend on our ability to recruit permanent successors to these departing executives and continue to retain other members of our senior management, particularly in the growth areas of our business, such as automotive and advertising.

Our future success also depends on our ability to attract, retain and motivate highly skilled personnel in the United States and internationally. All of our U.S. employees work for us on an at will basis. Competition for highly skilled personnel is intense, particularly in the software industry and for persons with experience with GPS and location services. The high degree of competition for personnel we experience has resulted in and may also continue to result in the incurrence of significantly higher compensation costs to attract, hire and retain employees. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, hiring and retaining highly skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors, their former employers may attempt to assert that these employees or we have breached the former employees’ legal obligations to the former employer, resulting in a diversion of our time and resources. In addition, existing employees often consider the value of the stock awards they receive in connection with their employment. If our stock price performs poorly, it may adversely affect our ability to retain highly skilled employees. Our inability to attract and retain the necessary personnel could adversely affect our business and future growth prospects.

We rely on network infrastructures provided by our wireless carriers, mobile phones and in-car wireless connections for the delivery of our navigation services to end users.

We generally provide our navigation services from third-party hosted servers, which require close integration with the wireless carriers’ networks. We may be unable to provide high quality services if the wireless carriers’ networks perform poorly or experience delayed response times. Our future success will depend on the availability and quality of our wireless carrier customers’ networks in the United States and abroad to run our mobile navigation services. This includes deployment and maintenance of reliable networks with the speed, data capacity and security necessary to provide reliable wireless communications services. We do not establish or maintain these wireless networks and have no control over interruptions or failures in the deployment and maintenance by wireless carrier customers of their network infrastructure. In addition, these wireless network infrastructures may be unable to support the demands placed on them if the number of subscribers increases, or if existing or future subscribers increase their use of limited bandwidth. Market acceptance of our mobile navigation services will depend in part on the quality of these wireless networks and the ability of our customers to effectively manage their subscribers’ expectations.

In addition, certain automotive navigation applications rely on wireless connections between the vehicle and our network. We have no influence or control over the vehicle’s wireless equipment and if it does not operate in a satisfactory manner, our ability to provide those services would be impaired and our reputation would be harmed.

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Wireless communications have experienced a variety of outages and other delays as a result of infrastructure and equipment failures and could face outages and delays in the future. These outages and delays could affect our ability to provide our navigation services successfully. In addition, changes by a wireless carrier to its network infrastructure may interfere with the integration of our servers with their network and delivery of our navigation services and may cause end users to lose functionality for services they have already purchased. Any of the foregoing could harm our business, operating results and financial condition.

We cannot control the quality standards of our wireless carriers, their mobile phone providers, automobile manufacturers and other technology infrastructure providers. We cannot guarantee that the mobile phones or in-car wireless equipment are free from errors or defects. If errors or defects occur in mobile phones or services offered by our wireless carrier customers, it could result in consumers terminating our services, damage to our reputation, increased customer service and support costs, warranty claims, lost revenue and diverted development resources, any of which could adversely affect our business, results of operations and financial condition.

Mergers, consolidations or other strategic transactions in the mapping data industry could weaken our competitive position, reduce the number of our map providers and adversely affect our business.

The mapping data industry continues to experience consolidation. Should one of our map providers consolidate or enter into an alliance with another navigation provider, this could have a material adverse impact on our business. Currently, two of our map suppliers are owned by competitors in the navigation space. Such a consolidation may cause us to lose a map supplier or require us to increase the royalties we pay to map vendors as a result of enhanced supplier leverage, which would have a negative effect on our business. In the event that we lose a map supplier, we may be unable to replace our map suppliers, and the remaining map suppliers may increase license fees. In addition, as we continue to use more OSM-based maps and no longer purchase maps from those suppliers, we may be unable to purchase other data that is integral to our navigation products from our existing map suppliers.

Changes in business direction and market conditions could lead to charges related to structural reorganization and discontinuation of certain products or services, which may adversely affect our financial results.

In response to changing market conditions and the desire to focus on new and more potentially attractive opportunities, we may be required to strategically realign our resources and consider restructuring, eliminating, or otherwise exiting certain business activities. Any decision to reduce investment in, dispose of, or otherwise exit business activities may result in the recording of special charges, such as workforce reduction and excessive facility space costs.

Risks related to our intellectual property and regulation

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us, our customers, or other business partners may cause our business, operating results and financial condition to suffer.

Our commercial success depends in part upon us, our partners and our customers not infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures and/or need to alter our technologies or cease certain activities. We operate in an industry with extensive intellectual property litigation and it is not uncommon for our automobile manufacturers and tier ones and competitors to be involved in infringement lawsuits by or against third parties. Many industry participants that own, or claim to own, intellectual property aggressively assert their rights, and our customers and other business partners, who we agree in certain circumstances to indemnify for intellectual property infringement claims related to our services, are often targets of such assertions. We cannot determine with certainty whether any existing or future third-party intellectual property rights would require us to alter our technologies, obtain licenses or cease certain activities.

We have received, and may in the future receive, claims from third parties alleging infringement and other related claims. As of the date of this Quarterly Report on Form 10-Q, we were named as a defendant in certain cases alleging that our services infringe other parties’ patents, as well as other matters. See Part II, Item 1, “Legal Proceedings,” for a description of these matters. These cases and future litigation may make it necessary to defend ourselves and our customers and other business partners by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. Some of our competitors may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us, our wireless carrier customers or our other business partners. These companies typically have little or no product revenue and therefore our patents may provide little or no deterrence against such companies filing patent infringement lawsuits against us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time consuming and costly to evaluate and defend and could:

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•	adversely affect our relationships with our current or future customers and other business partners;


•	cause delays or stoppages in the shipment of Telenav-enabled or preloaded mobile phones or vehicles, or cause us to modify or suspend the provision of our navigation services;


•	cause us to incur significant expenses in defending claims brought against our customers, other business partners or us;


•	divert management’s attention and resources;


•	subject us to significant damages or settlements;


•	require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or


•	require us or our business partners to cease certain activities and/or modify our products or services.

In addition to liability for monetary damages against us or, in certain circumstances, our customers, we may be prohibited from developing, commercializing or continuing to provide certain of our navigation services unless we obtain licenses from the holders of the patents or other intellectual property rights. We cannot assure you that we will be able to obtain any such licenses on commercially reasonable terms, or at all. If we do not obtain such licenses, our business, operating results and financial condition could be materially adversely affected, and we could, for example, be required to cease offering our navigation services or be required to materially alter our navigation services, which could involve substantial costs and time to develop.

Unauthorized control or manipulation of our systems in vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products, cancellation of contracts with certain of our automobile manufacturer or tier one customers and harm our business.

There have been reports of vehicles of certain automobile manufacturers being “hacked” to grant access and operation of the vehicles to unauthorized persons and would-be thieves. Modern vehicles are technologically advanced machines requiring the interoperation of numerous complex and evolving hardware and software systems, including the navigation system, and with respect to vehicles with autonomous driving features, control of the vehicle. We have agreed with some of our automobile manufacturer and tier one customers to adopt certain security procedures and we may be subject to claims or our contracts with those automobile manufacturers and tier ones may be terminated if we do not comply with our covenants or if our products are the source of access to the systems in their vehicles by intruders.

Although we have designed, implemented and tested security measures to prevent unauthorized access to our products when installed in vehicles, our information technology networks and communications with vehicles in which our products are installed may be vulnerable to interception, manipulation, damage, disruptions or shutdowns due to attacks by hackers or breaches due to errors by personnel who have access to our networks and systems. Any such attacks or breaches could result in unexpected control of or changes to the vehicles’ functionality and our products’ user interface and performance characteristics. Hackers may also use similar means to gain access to data stored in or generated by the vehicle, such as its current geographical position, previous and stored destination address history and web browser “favorites.” Any such unauthorized control of vehicles or access to or loss of information could result in legal claims or proceedings and negative publicity, which would negatively affect our brand and harm our business, prospects, financial condition and operating results.

Our business is subject to online security risks, including security and privacy breaches.

Our business involves the collection, storage, processing and transmission of users’ personal data including information about location, routes mapped and taken. Additionally, our apps transmit information to users’ personal devices, which creates opportunities for hackers to exploit vulnerabilities, if any, in our apps. An increasing number of organizations, including large online and offline merchants and businesses, other large Internet companies, financial institutions, and government institutions, have disclosed breaches of their security, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites or infrastructure. While we are investing significant resources to evaluate and improve our security, we have been subject to such attacks in the past, although they have not, to our knowledge, resulted in the disclosure of user information or been maliciously exploited. A breach of security or privacy could have negative consequences to our reputation, which could result in users discontinuing or reducing their use of our products and our automotive and advertising customers terminating their agreements with us, and could have significant out-of-pocket financial impact, which could harm our business. Similarly, a breach of security or privacy in vehicles in which our navigation products are installed could result in a reduction in adoption of our navigation products.

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The techniques used to obtain unauthorized, improper or illegal access, disable or degrade service, or sabotage our systems or access our data change frequently, may be difficult to detect quickly, and often are not recognized until launched against a target. Certain efforts may be state-sponsored and supported by significant financial and technological resources and may therefore be even more difficult to detect. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Unauthorized parties also may attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving our employees, contractors and temporary staff. A party that is able to circumvent our security measures could misappropriate our, our customers’ or our employees’ personal or proprietary information, cause interruption in our operations and damage our computers and systems or those of our customers. In addition, our customers have been and likely will continue to be targeted by parties using fraudulent “spoof” and “phishing” emails to misappropriate user names, passwords, payment card numbers, GPS data or other personal information or to introduce viruses or other malware, including through “trojan horse” programs, to our users’ phones and vehicles. Also, our information technology and infrastructure may be vulnerable to cyberattacks or security incidents, and third parties may be able to access our customers’ personal or proprietary information and payment card data that are stored on or accessible through our systems. Any security or privacy breach at a company providing services to us or our tier one customers, or integrated with our products and services, could have similar effects. We may also need to expend significant additional resources to protect against security or privacy breaches or to redress problems caused by breaches. These issues are likely to become more difficult and costly as we expand the number of markets where we operate. Additionally, our insurance policies carry low coverage limits, which may not be adequate to reimburse us for losses caused by security breaches, and we may not be able to collect fully, if at all, under these insurance policies.

Vulnerabilities in our products and services have been publicly disclosed before, and if we are unable to adequately detect and address vulnerabilities in our products and services, it may result in harm to our business.

As with any application, our products may contain known and unknown vulnerabilities, coding errors, design flaws, or other issues that could allow an attacker to maliciously exploit our software. Vulnerabilities in our software and applications have been publicly exposed in the past, although they have not, to our knowledge, resulted in the disclosure of user information or been maliciously exploited. While we are investing significantly to evaluate and improve our security on the vulnerabilities we have identified, addressing vulnerabilities in our software is an ongoing process. Malicious exploitation of our products could result in the introduction of malicious software onto our users’ devices, the theft of confidential or private information, damage to users’ devices, and harm to our reputation, among other issues. Successful exploitation of a vulnerability in our software may subject us to numerous lawsuits or regulatory inquiries. Additionally, the disclosure of any vulnerability may result in a loss of confidence in us or our products, the cancellation of contracts with certain of our automotive tier one customers, discontinued use of our products, and harm to our business and reputation. These events could have significant out-of-pocket financial impact.

Changes in government regulation of the wireless communications, automobile or mobile advertising industries may adversely affect our business.

It is possible that a number of laws and regulations may be adopted in the United States and elsewhere that could restrict the wireless communications industry, further regulate the automobile industry or impair the mobile advertising industry, including laws and regulations regarding lawful interception of personal data, hands free use of mobile phones or navigation services within autos, autonomous driving or the control of such use, privacy, taxation, content suitability, copyright and antitrust. Furthermore, the growth and development of electronic storage of personal information may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours that store personal information. We anticipate that regulation of the industries in which our products and services are used will increase and that we will be required to devote legal and other resources to address this regulation. In addition, governments have recently begun to consider and adopt laws regarding vehicles using advanced driver assistance systems, or ADAS, and semi-autonomous driving capabilities and those laws may curtail or preclude using the services our products provide. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the wireless communications or automobile industries may make operation more costly, and may materially reduce our ability to increase or maintain sales of our products and services.

Government regulation designed to protect end user privacy may make it difficult for us to provide our services or adopt advertising-based revenue models.

We transmit and store a large volume of personal information in the course of providing our products and services. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. This government action is typically intended to protect the privacy and security of personal or sensitive information that is collected, stored and transmitted in or from the governing jurisdiction.

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Legislation may also be adopted in various jurisdictions that prohibits the use of personal information and search histories to target end users with tailored advertising, or provide advertising at all. Although our advertising revenue to date is not significant, we anticipate we will continue to grow advertising revenue in the future to improve average revenue per user in certain markets.

We could be adversely affected if domestic or international legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. For example, the USA PATRIOT Act provides certain rights to U.S. law enforcement authorities to obtain personal information in the control of U.S. persons and entities without notifying the affected individuals. If we are required to allocate significant resources to modify the delivery of our services to enable enhanced legal interception of the personal information that we transmit and store, our results of operations and financial condition may be adversely affected.

In addition, because various foreign jurisdictions have different laws and regulations concerning the storage and transmission of personal or sensitive information, we may face unknown requirements that pose compliance challenges in new international markets that we seek to enter. Such variation could subject us to costs, delayed service launches, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

As privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities as a result of differing views on the privacy of personal or sensitive information. These and other privacy concerns could adversely impact our business, results of operations and financial condition.

If we are unable to obtain the required government licenses or approvals to comply with government regulation relating to map data and location-based services, we may not be able to provide our products and services and our business could be adversely impacted.

A number of countries and local jurisdictions require certain licenses and/or government approvals in order to comply with regulations governing the creation or distribution map data and/or the provision of location-based services, including the collection of location information. If we are unable to obtain the necessary licenses or approvals or fail to comply with the regulations in each jurisdiction where we or our partners offer location-based products and services, we may be unable to offer to our partners or customers the full scope of planned products and services. In addition, should any map or location-based services related regulations change, we may incur additional expense in modifying our existing products and product roadmaps to comply with the requirements of individual jurisdictions. Such laws or regulations or the imposition of new laws and regulations regarding the provision of map data or location-based services may make operation more costly, and may materially reduce our ability to increase or maintain sales of our products and services.

If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.

We rely primarily on a combination of patent laws, trademark laws, copyright laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary technology. However, our issued patents and any future patents that may be issued may not survive a legal challenge to their scope, validity or enforceability, or provide significant protection for us. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies. In addition, patents may not be issued from any of our current or future applications.

Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Any failure by us to meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features, which could seriously reduce demand for our navigation services. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology, including the proprietary software components of our navigation services and related processes. In order to protect our proprietary technology and

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processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of our confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of our confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Our use of open source software could negatively affect our ability to sell our service and subject us to possible litigation.

We use open source software in our navigation services platform and client applications and may use more open source software in the future. Use of open source software may subject our navigation services platform and client applications to general release or require us to re-engineer our navigation services platform and client applications, which may cause harm to our business. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine our proprietary software products with open source software in a certain manner, we could, under certain of the open source licenses, be required to release our proprietary source code. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. Open source license terms may be ambiguous and many of the risks associated with usage of open source cannot be eliminated, and could, if not properly addressed, negatively affect our business. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our navigation services platform and client applications, discontinue the sale of our service in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.

Risks related to being a publicly traded company and holding our common stock

As a public company, we are obligated to develop and maintain effective internal control over financial reporting. We may not always complete our assessment of the effectiveness of our internal control over financial reporting in a timely manner, or such internal control may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

The Sarbanes-Oxley Act requires that we test our internal control over financial reporting and disclosure controls and procedures annually. For example, as of June 30, 2018, we performed system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 requires that we incur substantial expense and expend significant management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in the future, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock may decline and we could be subject to sanctions or investigations by the NASDAQ Global Market, the SEC or other regulatory authorities, which would require significant additional financial and management resources.

We will continue to incur high costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we incur significant legal, accounting, investor relations and other expenses, including costs associated with public company reporting requirements. We also have incurred and will continue to incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the stock exchange on which our common stock is traded. We are generally not eligible to report under reduced disclosure requirements or benefit from longer phase in periods for “emerging growth companies” as such term is defined in the Jumpstart Our Business Act of 2012. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over the past several years. We expect these rules and regulations to continue to impact our legal and financial compliance costs substantially and to make some activities more time consuming and costly. We are unable currently to estimate these costs with any degree of certainty. We also expect that, over time, it may be more expensive for us to obtain director and officer liability insurance. As a result, it may be

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more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers if we cannot provide a level of insurance coverage that they believe is adequate.

Regulations relating to investments in offshore companies by Chinese residents may subject our Chinese-resident beneficial owners or our Chinese subsidiaries to liability or penalties, limit our ability to inject capital into our Chinese subsidiaries, limit our Chinese subsidiaries’ ability to increase their registered capital or limit their ability to distribute profits to us.

On July 4, 2014, the State Administration of Foreign Exchange of the People’s Republic of China, or SAFE, promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles , or Circular 37, which replaced the former Circular on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Round Trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Vehicles (commonly known as “SAFE Circular 75”) promulgated by SAFE on October 21, 2005. Circular 37 requires Chinese residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such Chinese residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in Circular 37 as a “special purpose vehicle.” Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by Chinese individuals, share transfer or exchange, merger, division or other material event. In the event that a Chinese shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the Chinese subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out all subsequent cross-border foreign exchange activities in worst scenario, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its Chinese subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under Chinese law for evasion of foreign exchange controls. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment , or Circular 13, which became effective on June 1, 2015. Pursuant to Circular 13, entities and individuals are required to apply for foreign exchange registration of overseas direct investment, including those required under Circular 37, with qualified banks, instead of SAFE. The qualified banks, under the supervision of SAFE, will directly review the applications and conduct the registration.

We attempt to comply, and attempt to ensure that our stockholders who are subject to Circular 37 and other related rules, comply with the relevant requirements under Circular 37. However, we cannot provide any assurances that all of our stockholders who are Chinese residents have complied or will comply with our request to make or obtain any applicable registrations or comply with other requirements required by Circular 37 or other related rules. Any failure or inability of any of our stockholders who is a Chinese resident to comply with relevant requirements under Circular 37 could subject such stockholders or our Chinese subsidiaries to fines and legal sanctions imposed by the Chinese government and may also limit our ability to contribute additional capital into our Chinese subsidiaries or receive dividends or other distributions from our Chinese subsidiaries. As a result, these risks may have a material adverse effect on our business, financial condition and results of operations.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

We expect that the trading price for our common stock will be affected by any research or reports that industry or financial analysts publish about us or our business. As of September 30, 2018 , only four research analysts published reports regarding our company. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause its price to decline. In addition, if any analysts who may elect to cover us downgrade their evaluations of our stock, the price of our stock could decline. For example, in late July 2011, following our earnings release for the three months and fiscal year ended June 30, 2011, several financial analysts published research reports lowering their price targets of our stock. After our announcement and the publication of these reports, our stock price fell more than 40%. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause its price to decline. Our stock has recently traded at prices below $5.00 per share. If our stock continues to trade at prices below $5.00 per share for an extended period of time, financial analysts may terminate coverage of our company due to internal policies within their investment banks, which could result in further stock price declines.

Our stock price has fluctuated significantly and may continue to fluctuate in the future.

Our common stock was sold in our IPO at $8.00 per share. Although our common stock has traded at prices as high as $22.07 per share, it has also traded at prices as low as $4.32 and has tended to have significant downward and upward price movements in a relatively short time period. Future fluctuations or declines in the trading price of our common stock may result from a number of events or factors, including those discussed in the preceding risk factors relating to our operations, as well as:

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•	actual or anticipated fluctuations in our operating results;


•	changes in the financial projections we may provide to the public or our failure to meet these projections;


•	announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;


•	announcement by automobile manufacturers regarding use of free, third-party navigation platforms in their vehicles;


•	the public’s response to our press releases or other public announcements, including our filings with the SEC;


•	lawsuits threatened or filed against us; and


•	large distributions of our common stock by significant stockholders to limited partners or others who immediately resell the shares.

General market conditions and domestic or international macroeconomic factors unrelated to our performance, such as the continuing unprecedented volatility in the financial markets, may also affect our stock price. For these reasons, investors should not rely on recent trends to predict future stock prices or financial results. Investors in our common stock may not be able to dispose of the shares they purchased at prices above the IPO price, or, depending on market conditions, at all.

In addition, our stock has recently traded at prices below $5.00 per share. If the market price of our common stock falls below $5.00 per share for an extended period of time, under stock exchange rules, our stockholders will not be able to use such shares as collateral for borrowing in margin accounts. Further, certain institutional investors are restricted from investing in shares priced below $5.00 per share. This inability to use shares of our common stock as collateral and the inability of certain institutional investors to invest in our shares may depress demand and lead to sales of such shares creating downward pressure on and increased volatility in the market price of our common stock.

In the past, the market price for our common stock has traded only slightly above the cash value of our common stock. If investors do not value our company as an ongoing business and only value it for the cash on our balance sheet, our stock price may decline if we continue to incur net losses and use our cash to fund operations. We may also attract investors who are looking for short-term gains in our shares rather than being interested in our long-term outlook. As a result, the price of our common stock may be volatile.

The concentration of ownership of our capital stock limits your ability to influence corporate matters.

Our executive officers, directors, current 5% or greater stockholders and entities affiliated with them beneficially owned (as determined in accordance with the rules of the SEC) approximately 41.6% of our common stock outstanding as of September 30, 2018 . This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders, acting together, may be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

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Item 6.	Exhibits.



Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
10.4.5	2009 Equity Incentive Plan, amended and restated as of July 30, 2018.	Filed herewith
10.16.46+	Territory License No. 13, dated August 15, 2018, by and among HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd. and Telenav, Inc.	Filed herewith
10.16.47+	Sixth Amendment dated September 6, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.	Filed herewith
10.26.26+	Amendment No. 26, effective July 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company	Filed herewith
10.27+	Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.1+	Amendment No. 1 effective May 22, 2018 to Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.2+	Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.3+	Amendment No. 1 effective December 5, 2014 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.4+	Amendment No. 2 effective March 18, 2015 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.5+	Amendment No. 3 effective December 24, 2015 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
10.27.6+	Amendment No. 4 effective May 30, 2016 to Services Agreement, dated June 13, 2014, by and between General Motors Holdings LLC and Telenav, Inc.	Filed herewith
31.1	Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Filed herewith
31.2	Certification Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Filed herewith
32.1~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Furnished herewith
32.2~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Furnished herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Definition Linkbase Document	Filed herewith

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101.LAB	XBRL Taxonomy Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

+ Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.

~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TELENAV, INC.

Dated:	November 9, 2018	By:	/s/ Dr. HP J IN
			Dr. HP Jin
			President and Chief Executive Officer

Dated:	November 9, 2018	By:	/s/ MICHAEL STRAMBI
			Michael Strambi
			Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)

EXHIBIT 10.4.5

TELENAV, INC.

2009 EQUITY INCENTIVE PLAN

(Amended and restated as of July 30, 2018)

1. Purposes of the Plan . The purposes of this Plan are:


•	to attract and retain the best available personnel for positions of substantial responsibility,


•	to provide additional incentive to Employees, Directors and Consultants, and


•	to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2. Definitions . As used herein, the following definitions will apply:

(a) “ Administrator ” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b) “ Applicable Laws ” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “ Award ” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.

(d) “ Award Agreement ” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Change in Control ” means the occurrence of any of the following events:

(i) A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“ Person ”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection

EXHIBIT 10.4.5

(i), the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control; or

(ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h) “ Committee ” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(i) “ Common Stock ” means the common stock of the Company.

(j) “ Company ” means TeleNav, Inc., a Delaware corporation, or any successor thereto.

(k) “ Consultant ” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

-2-

EXHIBIT 10.4.5

(l) “ Director ” means a member of the Board.

(m) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n) “ Employee ” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(o) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(p) “ Exchange Program ” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(q) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(iii) For purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or

(iv) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

(r) “ Fiscal Year ” means the fiscal year of the Company.

-3-

EXHIBIT 10.4.5

(s) “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(t) “ Inside Director ” means a Director who is an Employee.

(u) “ Nonstatutory Stock Option ” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(v) “ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(w) “ Option ” means a stock option granted pursuant to the Plan.

(x) “ Outside Director ” means a Director who is not an Employee.

(y) “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z) “ Participant ” means the holder of an outstanding Award.

(aa) “ Performance Goals ” means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to shareholder return metrics, to a region, business unit, affiliate or business segment, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established by the International Accounting Standards Board (“IASB Principles”) or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles or to include any items otherwise excludable under GAAP or under IASB Principles or to exclude or include any other objectively determinable items including, without limitation, (a) any extraordinary non-recurring items, (b) the effect of any merger, acquisition, or other business combination or divestiture, or (c) the effect of any changes in accounting principles affecting Telenav’s or a business unit’s, region’s, affiliate’s or business segment’s reported results: (i) cash flow (including operating cash flow or free cash flow), (ii) revenue (on an absolute basis or adjusted for currency effects), (iii) gross margin, (iv) operating expenses or operating expenses as a percentage of revenue, (v) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (vi) earnings per share, (vii) stock price, (viii) return on equity, (ix) total shareholder return, (x) growth in shareholder value relative to the moving average of the S&P 500 Index or another index, (xi) return on capital, (xii) return on assets or net assets, (xiii) return on investment, (xiv) economic value added, (xv) operating profit or net operating profit, (xvi) operating margin, (xvii) market share, (xviii) contract awards or backlog, (xix) overhead or other expense reduction, (xx) credit rating, (xxi) objective customer indicators, (xxii) new product invention or innovation, (xxiii) attainment

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EXHIBIT 10.4.5

of research and development milestones, (xxiv) improvements in productivity, (xxv) attainment of objective operating goals, and (xxvi) objective employee metrics.

(bb) “ Performance Share ” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 12.

(cc) “ Performance Unit ” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 12.

(dd) “ Period of Restriction ” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(ee) “ Plan ” means this 2009 Equity Incentive Plan.

(ff) “ Registration Date ” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities.

(gg) “ Restricted Stock ” means Shares issued pursuant to a Restricted Stock award under Section 9 of the Plan, or issued pursuant to the early exercise of an Option.

(hh) “ Restricted Stock Unit ” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 10. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(ii) “ Rule 16b-3 ” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(jj) “ Section 16(b) ” means Section 16(b) of the Exchange Act.

(kk) “ Service Provider ” means an Employee, Director or Consultant.

(ll) “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 16 of the Plan.

(mm) “ Stock Appreciation Right ” means an Award, granted alone or in connection with an Option, that pursuant to Section 11 is designated as a Stock Appreciation Right.

(nn) “ Subsidiary ” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

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EXHIBIT 10.4.5

3. Stock Subject to the Plan .

(a) Stock Subject to the Plan . Subject to the provisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 2,083,333 Shares, plus (i) any Shares that, as of the Registration Date, have been reserved but not issued pursuant to any awards granted under the Company’s 1999 Stock Option Plan (the “ Existing Plan ”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or similar awards granted under the Existing Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Existing Plan that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 6,089,029 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

(b) Automatic Share Reserve Increase . The number of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2012 Fiscal Year (i.e. the fiscal year commencing July 1, 2011), in an amount equal to the least of (i) 1,666,666 Shares, (ii) 4.0% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (iii) such number of Shares determined by the Board.

(c) Lapsed Awards . If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 16, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and 3(c).

(d) Share Reserve . The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

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EXHIBIT 10.4.5

4. Administration of the Plan .

(a) Procedure .

(i) Multiple Administrative Bodies . Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Section 162(m) . To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two (2) or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3 . To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration . Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of Award Agreements for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine and subject to Section 7 of the Plan;

(vi) to determine the terms and conditions of any, and to institute any Exchange Program;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

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EXHIBIT 10.4.5

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 21 of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 8(b) of the Plan regarding Incentive Stock Options);

(x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 17 of the Plan;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award; and

(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision . The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility . Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Code Section 162(m) Provisions .

(a) Option and SAR Annual Share Limit . No Participant shall be granted, in any Fiscal Year, Options and Stock Appreciation Rights to purchase more than 2,000,000 Shares; provided, however, that such limit shall be 4,000,000 Shares in the Participant’s first Fiscal Year of Company service.

(b) Restricted Stock, Performance Share and Restricted Stock Unit Annual Limit . No Participant shall be granted, in any Fiscal Year, more than 1,500,000 Shares in the aggregate of the following: (i) Restricted Stock, (ii) Performance Shares, or (iii) Restricted Stock Units; provided, however, that such limit shall be 3,000,000 Shares in the Participant’s first Fiscal Year of Company service.

(c) Performance Units Annual Limit . No Participant shall receive Performance Units, in any Fiscal Year, having an initial value greater than $2,000,000, provided, however, that such limit shall be $4,000,000 in the Participant’s first Fiscal Year of Company service.

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EXHIBIT 10.4.5

(d) Section 162(m) Performance Restrictions . For purposes of qualifying grants of Restricted Stock, Performance Shares, Performance Units or Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock, Performance Shares, Performance Units or Restricted Stock Units to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock, Performance Shares, Performance Units or Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to facilitate qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals); provided, however, that the Administrator does not guarantee that any Awards granted hereunder so qualify.

(e) Changes in Capitalization . The numerical limitations in Sections 6(a) and (b) shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 16(a).

7. Vesting Limits . Awards granted on or after January 24, 2018 (the “ Limited Awards ”), shall vest no earlier than the one (1) year anniversary of the Limited Award’s date of grant (other than as permitted under Section 16(c) in connection with a Change in Control); provided, however, that Limited Awards may be granted during a Fiscal Year, and Limited Awards granted during such Fiscal Year subsequently may be modified, without regard to the minimum vesting requirement under this Section 7, to the extent that the aggregate number of Shares subject to Limited Awards granted during such Fiscal Year that vest before the one (1) year anniversary of the Limited Award’s date of grant, does not exceed five percent (5%) of the total number of Shares that are Limited Awards granted during that Fiscal Year.

8. Stock Options .

(a) Limitations . Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 8(a), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

(b) Term of Option . The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.

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EXHIBIT 10.4.5

(i) Exercise Price . The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject to the following:

(1) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

(B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

(3) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Waiting Period and Exercise Dates . At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised, subject to Section 7 of the Plan.

(iii) Form of Consideration . The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.

(d) Exercise of Option .

(i) Procedure for Exercise; Rights as a Stockholder . Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such

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EXHIBIT 10.4.5

conditions as determined by the Administrator and set forth in the Award Agreement, subject to Section 7 of the Plan. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 16 of the Plan.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider . If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii) Disability of Participant . If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

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EXHIBIT 10.4.5

(iv) Death of Participant . If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

9. Restricted Stock .

(a) Grant of Restricted Stock . Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement . Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction (subject to Section 7 of the Plan), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability . Except as provided in this Section 9, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions . The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions . Except as otherwise provided in this Section 9, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed, subject to Section 7 of the Plan.

(f) Voting Rights . During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

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EXHIBIT 10.4.5

(g) Dividends and Other Distributions . During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h) Return of Restricted Stock to Company . On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

10. Restricted Stock Units .

(a) Grant . Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms . The Administrator will set vesting criteria in its discretion (subject to Section 7 of the Plan), which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment), or any other basis determined by the Administrator in its discretion.

(c) Earning Restricted Stock Units . Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout (subject to Section 7 of the Plan).

(d) Form and Timing of Payment . Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Cancellation . On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

11. Stock Appreciation Rights .

(a) Grant of Stock Appreciation Rights . Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares . The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider.

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EXHIBIT 10.4.5

(c) Exercise Price and Other Terms . The per share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock Appreciation Right Agreement . Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions (subject to Section 7 of the Plan) as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights . A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 8(b) relating to the maximum term and Section 8(d) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount . Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

12. Performance Units and Performance Shares .

(a) Grant of Performance Units/Shares . Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

(b) Value of Performance Units/Shares . Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

(c) Performance Objectives and Other Terms . The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion (subject to Section 7 of the Plan) which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance

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EXHIBIT 10.4.5

Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(d) Earning of Performance Units/Shares . After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion (subject to Section 7 of the Plan), may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(e) Form and Timing of Payment of Performance Units/Shares . Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(f) Cancellation of Performance Units/Shares . On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.

13. Formula Awards to Outside Directors .

(a) General . Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under this Plan, including discretionary Awards not covered under this Section 13. All grants of Awards to Outside Directors pursuant to this Section will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

(b) Type of Option . If Options are granted pursuant to this Section, they will be Nonstatutory Stock Options and, except as otherwise provided herein, will be subject to the other terms and conditions of the Plan.

(c) No Discretion . No person will have any discretion to select which Outside Directors will be granted Awards under this Section or to determine the number of Shares to be covered by such Awards (except as provided in Sections 13 and 16).

(d) Initial Award . Each person who first becomes an Outside Director on or after October 30, 2017 automatically will be granted an Award of Restricted Stock Units covering 40,000 Shares (the “Initial Award”) as of the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a

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EXHIBIT 10.4.5

vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.

(e) Annual Award . On the date of the 2017 annual meeting of the stockholders of the Company (the “2017 Annual Meeting”) and on each date of the annual meeting of the stockholders of the Company thereafter, each Outside Director automatically will be granted an Award of Restricted Stock Units covering that number of Shares determined as the quotient of (i) $100,000, divided by (ii) the average of the closing sale prices of a Share on each of the thirty (30) trailing, trading days ending as of the trading day immediately prior to the date of grant of the applicable Award (such average, the “Average Stock Price”), with such quotient rounded down to the nearest whole Share (“Regular Annual Award”), subject to the terms and conditions of the Plan. For purposes of this Section 13, any closing sale price of a Share shall be determined in accordance with Section 2(q)(i). In the event that an Outside Director is appointed to the Board of Directors other than at an annual meeting of stockholders of the Company, such Outside Director will be automatically granted an Award of Restricted Stock Units covering that number of Shares of Common Stock equal to (x) the quotient of (A) $100,000, divided by (B) the Average Stock Price with respect to that Award, with such quotient rounded down to the nearest whole Share, multiplied by (y) a fraction equal to (A) the number of days from the date of such person’s appointment until the anniversary of the most recent annual meeting of stockholders of the Company divided by (B) 365 (such award, a “Prorated Annual Award” and collectively, with the Regular Annual Awards, the “Annual Awards”), subject to the terms and conditions of the Plan. Notwithstanding the foregoing under this Section 13(e) and for the avoidance of doubt, any Regular Annual Awards and Prorated Annual Awards shall be subject to the Share limits set forth in Section 6(b) above.

(f) Terms . The terms of each Award granted pursuant to this Section will be as follows:

(i) Subject to Section 16, the Initial Award will be scheduled to vest (and upon vesting, be settled pursuant to the issuance of Shares) as to one-third (1/3) of the Shares subject to the Initial Award on the first anniversary of the date such Initial Award is granted; as to one-third (1/3) of the Shares subject to the Initial Award on the second anniversary of the date such Initial Award is granted; and as to the remaining one-third (1/3) of the Shares subject to the Initial Award on the third anniversary of the date such Initial Award is granted, provided that the Participant continues to serve as a Director through such dates.

(ii) Subject to Section 16, the Regular Annual Award will be scheduled to vest in full (and upon vesting, be settled pursuant to the issuance of Shares) on November 10 ^th of the year following the date the Regular Annual Award is granted, provided that the Participant continues to serve as a Director through such date. Subject to Section 16, the Prorated Annual Award will be scheduled to vest in full (and upon vesting, be settled pursuant to the issuance of Shares) on November 10 ^th of the year following the date the Prorated Annual Award is granted, provided that the Participant continues to serve as a Director through such date.

(g) Adjustments . The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 13, including, without limitation, the number of

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EXHIBIT 10.4.5

Shares and any exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.

14. Leaves of Absence/Transfer Between Locations . Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1 ^st ) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

15. Transferability of Awards . Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

16. Adjustments; Dissolution or Liquidation; Merger or Change in Control .

(a) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, the numerical Share limits in Section 3 of the Plan, and the number of Shares issuable pursuant to Awards to be granted under Section 13 of the Plan.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control . In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. The Administrator will not be required to treat all Awards similarly in the transaction.

In the event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and

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EXHIBIT 10.4.5

Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

Notwithstanding anything in this Section 16(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(d) Outside Director Awards . With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.

17. Tax .

(a) Withholding Requirements . Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold,

-18-

EXHIBIT 10.4.5

or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements . The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or such greater amount as the Administrator may determine if such amount would not have any adverse accounting consequences, as the Administrator determines in its sole discretion, or (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld, or such greater amount as the Administrator may determine provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

(c) Compliance With Code Section 409A . Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

18. No Effect on Employment or Service . Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

19. Date of Grant . The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

20. Term of Plan . Subject to Section 24 of the Plan, the Plan will become effective upon the later to occur of (i) its adoption by the Board or (ii) immediately prior to the Registration Date. It will continue in effect for a term of ten (10) years from the date adopted by the Board, unless terminated earlier under Section 21 of the Plan.

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EXHIBIT 10.4.5

21. Amendment and Termination of the Plan .

(a) Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval . The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

22. Conditions Upon Issuance of Shares .

(a) Legal Compliance . Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations . As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

23. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

24. Stockholder Approval . The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is originally adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

-20-

Exhibit 10.16.46+



TERRITORY LICENSE NO.
Quick Reference Title:	[*****] Navigation Applications
Pursuant to the Data License Agreement between HERE and Client dated as of the effective date identified therein (“ Agreement ”), HERE and Client hereby agree to the following additional terms and conditions. For purposes of this TL, “HERE” shall be deemed to also include HERE Europe B.V. and HERE Solutions Korea Co. Ltd., which agree by signing below to be bound by the terms and conditions contained in the Agreement. This TL shall additionally consist of attachments setting forth the terms and conditions (including pricing) related to the Data for each Territory licensed under this TL. Capitalized terms not otherwise defined in the Agreement or in this TL (including any exhibits, schedules or attachments hereto) shall have the meanings set forth in Exhibit A hereto.
Client:	TELENAV, INC.
Effective Date of Territory License:	August 1, 2017 (the “ Effective Date ”)
Territory License Term
The term of this TL shall commence on the Effective Date of this TL and continue until [***] (“ Expiration Date ”), unless terminated as provided in the Agreement (“ TL Term ”); provided, however , that the TL Term shall extend for Client to fulfill its obligations (i) pursuant to Subscriptions sold by Client prior to the Expiration Date ending [*] following the date on which the model year of the Identified Vehicle ceases to be in production; and (ii) with respect to compiling Update Copies (“Update Term”). Notwithstanding the foregoing or anything to the contrary in the Agreement, in the event the TL Term or Update Term conflicts with the Term of the Data License Agreement, the applicable TL Term or Update Term shall control, but only with respect to this specific TL. Within [***] following such Expiration Date, Client shall notify HERE in writing of the end date of any such Update Term and the number of Subscriptions to be fulfilled during such Update Term.

The exchange of a fully executed TL (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this TL.

Both parties have executed this TL by their duly authorized officers as of the Effective Date.



HERE NORTH AMERICA, LLC	TELENAV, INC.
By: /s/ Simon Anolick	By: /s/ Michael Strambi
Name: Simon Anolick	Name: Michael Strambi
Title: HERE Legal	Title: Chief Financial Officer
Date: 14 August 2018	Date: 2/24/18

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Territory License No.13 [*****] jw

PAGE 1 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+



HERE NORTH AMERICA, LLC	HERE EUROPE B.V.
By: /s/ Neil McTeigue	By: /s/ J.M. Kearney
Name: Neil McTeigue	Name: J.M. Kearney
Title: Senior Legal Counsel	Title: Director, Global Channel Development
Date: August 14, 2018	Date:

HERE SOLUTIONS KOREA CO. LTD.	HERE EUROPE B.V.
By: /s/ R.A.J. Houben	By: /s/ R.A.J. Houben
Name: R.A.J. Houben	Name: R.A.J. Houben
Title: Managing Director	Title: Managing Director
Date: 15 Aug 2018	Date: 15 Aug 2018



HERE SOLUTIONS KOREA CO. LTD.
By: /s/ Neil McTeigue
Name: Neil McTeigue
Title: Senior Legal Counsel
Date: August 14, 2018

Territory License No.13 [*****] jw

PAGE 2 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

TERMS AND CONDITIONS


I.	Territories .



EU	ALBANIA, ANDORRA, AUSTRIA, BELARUS, BELGIUM, BOSNIA AND HERZEGOVINA, BULGARIA, CROATIA, CYPRUS, CZECH REPUBLIC, DENMARK, ESTONIA, FAROER ISLANDS, FINLAND, FRANCE, GERMANY, GIBRALTAR, GREECE, GREENLAND, HUNGARY, ICELAND, IRELAND, ITALY, KAZAKSTAN, LATVIA, LIECHTENSTEIN, LITHUANIA, LUXEMBOURG, MALTA, MOLDOVA, MONACO, MONTENEGRO, NETHERLANDS, NORWAY, POLAND, PORTUGAL, ROMANIA, RUSSIAN FEDERATION, SAN MARINO, SERBIA , SLOVAKIA (SLOVAK REPUBLIC), SLOVENIA, SPAIN, SWEDEN, SWITZERLAND, TURKEY, UKRAINE, UNITED KINGDOM, VATICAN CITY STATE
TURKEY	TURKEY stand-alone
MIDDLE EAST	BAHRAIN, JORDAN, KUWAIT, LEBANON, OMAN, QATAR, SAUDI ARABIA, UNITED ARABIC EMIRATES, EGYPT
ISRAEL	ISRAEL stand-alone
SOUTH AMERICA	ARUBA, ARGENTINA, BRAZIL, CAYMAN ISLANDS, COSTA RICA, CHILE, COLOMBIA, FRENCH GUIANA, GUADELOUPE, MARTINIQUE, PANAMA, PARAGUAY, PERU, THE BAHAMAS, URUGUAY, VENEZUELA
SOUTH EAST ASIA	PHILIPPINES, SINGAPORE, VIETNAM, THAILAND, MALAYSIA, INDONESIA, BRUNEI
AFRICA	BOTSWANA, EGYPT, KENYA, LESOTHO, MOROCCO, NAMIBIA, SOUTH AFRICA, SWAZILAND


II.	Data

The Data for each Territory consists of (i) Base Map Data and (ii) any Additional Content, and (iii) Add-Ons, each as further described below. HERE shall make available to Client the Data for those countries in the Territory that have been generally released by HERE as of the Effective Date of this TL as well as Update Copies made available by HERE during the TL Term for use in the type of Applications authorized hereunder.

Data for certain regions or areas of the Territory may not be completed and/or may not be produced within the TL Term, and will only be available hereunder upon general release by HERE following completion. Client may request that HERE deliver Data to Client for additional countries in the Territory that are generally released by HERE during the TL Term and HERE shall notify Client if additional terms and conditions apply to such Data. By using the Data after receipt of any such notice from HERE, Client shall be deemed to be bound by such terms and conditions, which are hereby incorporated by reference to be part of this TL.

Base Map Data . “ Base Map Data ” means, as it relates to any particular country, the standard geographic map data (i.e., not including Additional Content) as and when generally released for commercial use by HERE for such country or portion thereof and which is referred to (and further described) in the applicable standard product documentation provided by HERE as the “Base Map” for that country or portion thereof. HERE may update the list of features and attributes included in “Base Map Data”, but shall not reclassify any “Base” attributes as “Premium”. In the event that HERE violates the foregoing, Client shall have the right to continue using such attribute as part of the “Base Map Data”

Territory License No.13 [*****] jw

PAGE 3 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

licensed hereunder and shall not be obligated to pay any incremental amount associated with such use for the duration of the TL Term.


B.	Additional Content . “ Additional Content ” means Data licensed under this TL in addition to Base Map Data as further specified below.



2D Junction Visuals	3D Landmarks	Australia Good Food Guide	Basic 3D City Models
Core POIs	Places Extract	Digital Terrain Model	2D Footprints
Extended Listings	Extended Lanes and Lane Markings FC 1-5	Fuel Types	HERE Traffic (ML)
Lonely Planet	Natural Guidance	Postal Code Boundaries	Postal Code Points
Postal Code Points Great Britain	Postal Code Points Netherlands	Point Addressing	Speed Limits FC 1-5
Safety Cameras	Signs, Signals and Warnings	Scenic Routes	Toll Costs
Traffic Patterns	Voice Phonetic Transcriptions	World Map	Supplemental Listings
Extended Navigation	HOV Lanes	Highway Exit POI	Actual Address Range
Enhanced Geometry
Off Road	TMC Codes*

*Use of TMC Codes is subject to the following terms and conditions:

• TMC location codes may not be compatible with any third party traffic services that use the HERE Data and,

• without limiting any other provision in this Agreement, Client shall not distribute or otherwise make available the TMC location codes to any third party.

Additional Content shall be subject to the applicable fees described in Section V(A) below. HERE reserves the right to discontinue Additional Content upon reasonable notice to Client and [*****](“[*****]”); provided, however , subject to HERE’s rights under its supplier agreements, that the last releases provided by HERE to Client of any discontinued Additional Content may be included in any Copies distributed thereafter. For sake of clarity, Client may continue to include discontinued Additional Content in Copies previously distributed prior to receipt of notice from HERE of such discontinuation. Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Data only.


C.	Add-Ons . “ Add-Ons ” means Additional Content generally released by HERE from time to time for which HERE does not charge, in its sole discretion, additional license fees. HERE shall be under no obligation to release such Additional Content.


II.	Application .

Applications licensed under this TL shall consist solely of (i) Route Guidance Applications, and (ii) [*****] Applications; developed by or for Client and sold or otherwise distributed to [*****] for installation in the automotive head-unit or in-dash navigation system of [*****] Identified Vehicles sold or leased in the Territories specified herein, each as further described below:


A.	A “ Route Guidance Application ” means a Media Dependent Application that may include [*****] and that uses Data solely to provide information solely in connection with one or more of the functions of (a) navigation, (b) routing or route

Territory License No.13 [*****] jw

PAGE 4 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

guidance, and (c) positioning. For sake of clarity, Route Guidance Applications may not be capable of determining an Electronic Horizon and/or enabling [*****] functionality.

An “[*****] Application ” means a [*****] that provides functionality that enables the Route Guidance Application to provide [*****] regarding [*****] characteristics to the End-User such as [*****] or other functions. These [*****] do not meet the definition of [*****], which would include any [*****] or [*****] features where the End-User would [*****] of the vehicle at any point. Any [*****] or [*****] of vehicle [*****], including, systems or functions for the [*****] of vehicle [*****] and/or [*****] is prohibited in the [*****] Application.

The [*****] Application can be used by the [*****] Identified Vehicles for the [*****] of the vehicle by accessing the Data. During the period the vehicle is under subscription for HERE Location Platform Services, the vehicle can leverage Client’s cloud services for [*****] and then the [*****] feature would access the [*****].

The Applications shall not include Excluded Applications. In addition, to the extent that Client has another TL under which Client is licensed for applications (“Other Applications”) that would otherwise fall within the definition of Applications under this TL, such Other Applications shall be excluded from the license granted under this TL.


III.	Licensed Use . Use of the Data is limited to:

Compiling any portion of the Data (“Compiled Data”) into Client’s own proprietary data format (which shall not include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using the most current version of Data delivered by HERE to Client (except as otherwise required by [*****]’s and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User for storage on physical storage media possessed by the End-User (collectively, “Copies”);

Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] (including HERE) for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto the physical storage media possessed by the End-User), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein. Notwithstanding the foregoing, the Compiled Data may not be distributed to any HERE competitor, including [*****]. For sake of clarity, the foregoing restriction shall not restrict employees of a HERE competitor, including [*****], from using the Data in Applications licensed to such employees for their personal use;

Storing the Compiled Data on one or more internal servers possessed or otherwise controlled by Client solely to provide information for Applications licensed hereunder solely for the End-Users’ own internal business and personal use with Applications, provided that Client may not enable access to, or provide, any updated or more recent versions of the Compiled Data to any End-User unless a current (i.e., unexpired) Subscription is in place with such End-User. For sake of clarity, an End-User may only receive information derived from the Compiled Data in connection with an Application solely for the duration of the Subscription period for such Application.


D.	Storing a limited cache of Destination/Waypoint data solely as a list of “Favorites” or “Recents” for individual End-Users on one or more internal servers possessed or otherwise controlled by Client or [*****] in accordance with Section VII(D) below.

For sake of clarity, notwithstanding anything to the contrary under this TL, Client’s rights herein are limited solely to production and distribution of Compiled Data to [*****] and/or any [*****] designated third party. Client shall not distribute, provide or otherwise make available any [*****] to any End-User under this TL. Such [*****] may only be distributed, provided or otherwise made available to an End User through [*****] or an [*****] designated third party; provided that such End-User has entered into a Subscription or has otherwise paid the per Copy fee for such [*****].


IV.	Fees to HERE .

Territory License No.13 [*****] jw

PAGE 5 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

License Fees . License fees hereunder consist of the per Copy fees applicable to use of the Data for the applicable Territory for each Application specified herein, combined with the amounts due for any Additional Content that is made accessible for use in such Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in Exhibit C reflects the total amount due to HERE for each Copy, after combining the License Fees and the applicable Additional Content Fees (collectively, the “ License Fees ”). For sake of clarity, the License Fees per Copy shall include the $[*****] for use of the [*****], subject to the terms and conditions of that [*****], made by and between Client and [*****], dated [*****], and shall be paid to HERE in accordance with this TL, in connection with the [*****] Application, regardless of whether [*****] functionality within such Application is activated or not activated by [*****].

License Fee Reports & Due Dates . Notwithstanding anything to the contrary under Section 5.8 of the Agreement, License Fee reports specifying (i) the number of Copies distributed; (ii) the respective Territory, (iii) compilation version of such Copies and (iv) a non-binding forecast of Copies to be distributed during the [*****] months following such reporting period, in each calendar month are due by the [*****] day after the end of the month for which the report is provided (e.g., for Copies distributed in January 2019, the License Fee report is due by [*****]). Following receipt of such report, HERE shall invoice Client for the amounts due. Client shall pay the License Fees as specified under Exhibit C by the [*****] day of the [*****] month following the month for which the License Fee report is provided (e.g., for Copies distributed in January 2019, the License Fee report is due by [*****], and payment is due by [*****]).


C.	[*****] Units

[*****] Units . Subject to the terms and conditions herein, HERE shall waive the License Fees for units distributed to [*****] for [*****] of [*****] Units (the “[*****] Units”), provided that (i) the total number of [*****]Units in the aggregate do not exceed [*****] of the average [*****] number of Copies that are distributed in the immediately prior [*****] month period in which a change is made to Compiled Data in [*****]that are released to [*****] or [*****] (e.g., [*****]) and (ii) such [*****] Units use the next version of the Compiled Data in such updated [*****]. [*****] Units must be reported within [*****] days of a change in Compiled Data for such unit.

Notwithstanding the foregoing, HERE will waive such License Fees for [*****] Units provided that Client: (i) report all [*****] Units according to each such unit’s Compiled Data version; (ii) include [*****] or [*****] in the License Fee report (e.g., separate line items for returns for [*****] Units, [*****] for [*****] Units and [*****] for [*****] Units); (iii) provides written certification of the [*****] or [*****] of any [*****] Unit or [*****] Unit. HERE may audit Client records to confirm compliance with this Section V(C) in accordance with Section VII(A) of this TL.

“[*****] Unit ” means a Client product unit that has not been distributed by [*****] to an End-User that [*****] returns to Client for [*****] with the next version that uses the Compiled Data.

“[*****] Unit ” means a Client [*****] unit that [*****] deems to be [*****] and is returned to Client by [*****] for [*****] with the same version that uses the Compiled Data. For sake of clarity, any [*****] Unit that does not include the same version of the Compiled Data that was included in the reported [*****] Unit for such [*****] shall be subject to payment of the License Fees set forth herein, except where the End User has an [*****] at the time of [*****].

“[*****] Units ” and “[*****] Units ” shall be collectively referred to herein as “[*****] Units .”


D.	Currency . License Fees hereunder shall be paid in U.S. Dollars, no currency conversion.


V.	End-User Terms; Supplier Terms .


A.	In all instances where the Application uses, accesses, reflects or relies upon any portion of the Data to deliver information to End-Users, Client shall comply with the requirements for End User Terms as specified in Exhibit B.

Territory License No.13 [*****] jw

PAGE 6 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+


B.	Client acknowledges and agrees that:


i)	in certain parts of the Territory or with respect to certain parts of the Data, additional terms may apply. Customer expressly agrees, and procures that any sub-licensee agrees, to such supplier terms as made available at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ or as made available by HERE in the Data download center in connection with the Data; and


ii)	all copies of the Data and packaging relating thereto shall include the third-party notices set out at https://legal.here.com/terms/general-content-supplier/terms-and-notices/.

Notwithstanding any termination or expiration of the Agreement or this TL, an End-User’s right to use the last version of the Copy of the Compiled Data received by the End-User in connection with the Application under the Agreement and this TL shall continue so long as such End-User’s use of the Application is in compliance with all terms and conditions of Client’s then current end user license agreement for the Application. For sake of clarity, the foregoing right does not include continued access to Data in connection with [*****] that may have been included in the Application.


VI.	Additional Provisions .

Audit . During the TL Term, HERE has the right to audit Client’s records regarding (i) its use of the Data; (ii) the number of Copies and Subscriptions granted for calculation of License Fees; and (iii) information specifying each [*****] to [*****], [*****] or [*****] of each [*****], the [*****] of each [*****] and the [*****] of all [*****] as set forth under Section VII(F) below, in accordance with Section 5.9 of the Agreement. With respect to any License Fees reported by Client which are based on third party reports (e.g. Subscriptions reported by [*****]), Client shall use commercially best efforts to require such third party to provide adequate documentation and information for a period covering [*****] years after the applicable payment of License Fees related to such reported amounts to substantiate the methodology used to track Subscriptions and to verify the accuracy of the number reported.


B.	Location Platform Services . Client’s use of HERE APIs to enable the Applications to access certain location platform services made available by HERE are subject to the terms and conditions of the separate agreement for which such APIs are licensed to Client, made by and between Client and HERE.

Third Party Content . Client may not combine, associate, use or layer third party content or data with the Data and/or information or results derived from the Data that is [*****] to the [*****] of [*****], except solely for the following content, provided that Client provides correct attribution so that the origin of the Data and the origin of the third party content can be reasonably understood:


•	Client may display [***] and [*] with the [*]. As used herein, “[*]” data means the [*] for [*] of a [*] (e.g., [*]). For purposes of clarity, a [*] does not include the [*] (e.g., [***]).


•	Client may [***] or [***] on results derived from the Data.


•	Client may [*****] using the Data.


•	Client may [***] and [***] using the Data.

•

For matched third party POI data, Client may [*****] with [*****], provided that Client complies with the following: (i) resulting [*****] may only be used for the Application licensed hereunder (ii) [*****] may not be used to [*****] or [*****], except for the specific purpose indicated in (i) above, and (iii) any use of [*****] is subject to proper attribution as described herein in sections VI.A. and VII.E.


•	Client may allow End-Users to [***] from [***] of POI data.


•	Client may allow other [***] running on a vehicle to access or update [*] and/or [*] as defined in Section VII(D) below. In addition, Client may allow such [*] running on a vehicle solely to send information to the [*] for purposes of [*], or [*] solely [***].

Caching . Notwithstanding anything to the contrary contained herein, [*****] shall be allowed to store a limited cache of Destination/Waypoint data for individual End-Users from Compiled Data accessed by such individual End-Users through the Application as a list of “Favorites” (up to [*****] Destination/Waypoints) and/or “Recents” (up to [*****] Destination/Waypoints) on its servers. The cached Destination/Waypoint data for each individual End-User may be accessed from [*****] by such End-User as part of the [*****] in Applications licensed hereunder. Notwithstanding the foregoing, the cached Destination/Waypoint data shall not be (a) made accessible to applications for purposes other than an individual End-User’s internal business and personal use of the Destination/Waypoint data stored under that

Territory License No.13 [*****] jw

PAGE 7 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

end user’s profile or for improving errors or missing data in third-party map data and (b) uploaded or downloaded in bulk (i.e., the data provided must be responsive to an End-User query or action). Caching of an [*****] of “Favorites” and/or “Recents” solely for individual End-Users on a vehicle head-unit is permitted for the [*****] of the vehicle so long as the per Copy License Fees have been paid by Client for such unit. The foregoing shall survive expiration or termination of this TL, notwithstanding anything to the contrary in the Agreement.

HERE Marks and Legends . Client shall include HERE Marks and the applicable HERE copyright notice (as specified in the HERE branding guidance as provided by HERE to Client) and third party copyright and similar notices and legends as specified in the Agreement, the HERE branding guidance and/or otherwise provided by HERE in the Application and/or owner’s manual, or such other placement of the HERE Marks & Legends as may be mutually agreed by the parties, but in all cases subject to [*****]’s requirements.


F.	[***]. Client may display the entire navigation experience or portions thereof in connection with a licensed Application to the End-User on [*] or [***] within a vehicle running such licensed Application.

[*****]. Subject to the terms and conditions set forth herein, in the event an [*****] is [*****] in compliance with [*****], the Subscription in connection with the [*****] may be “[*****]” (i.e., the Subscription period shall be [*****] for either the applicable [*****] or [*****] period) for such [*****] when [*****] to a [*****]r and will not be subject to additional charges to Client, provided that:


•	Such [***]within [*] days of [*] or [***]of the to such End-User;


•	Client reports the number of [***] that include a [***] as a separate line item in the License Fee reports in accordance with Section V(B) above; and


•	Client maintains detailed records of [*****] in accordance with Section VII(A) above.

Territory License No.13 [*****] jw

PAGE 8 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

EXHIBIT A

DEFINITIONS

“ Application ” means each application as defined under Section III of this TL.

“ Destination/Waypoint Delivery ” means delivery of latitude/longitude coordinates and street address of a single point of interest or location (“ Destination/Waypoint ”) as part of an End-User’s destination selection to other Applications licensed hereunder and the delivery of a single Destination/Waypoint and associated name and attribution as part of an End-User’s destination selection for [*****] applications.

“ Electronic Horizon ” means a HERE proprietary method and system for calculating the most likely path and other feasible paths, based on algorithmic heuristic maneuvering rules, of a vehicle on the road network for some distance ahead (typically 2 to 5 kilometers) and identification of defined hazards and other road data of interest such as slope, curvature, speed limits, intersections, hazard signs and others.

" Excluded Applications " means any use of the Data in a manner not expressly authorized under this TL, including but not limited to use of the Data (i) for or with fleet management, dispatch or similar applications; (ii) for or with geomarketing applications (i.e., an application that analyzes and displays geographic, demographic, census and behavioral data to assist End-Users in understanding and modeling relevant business data and making business decisions, including, without limitation: (a) marketing analysis and segmentation, (b) customer prospecting and analysis, (c) sales territory analysis and definition or (d) distribution network site selection); (iii) for, or in connection with, any systems or functions for automatic or autonomous control of vehicle behavior, including, for example, systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering (except for [*****] Applications); (iv) in rental vehicles or other rental situations except for personal use by an End-User in a vehicle; or (v) for or with a software application involving a predefined set of rules and goals built for End-User participation, focused primarily on competition and/or amusement (“ Game ”), that uses Data in the operation of the Game.

“ Identified Vehicle ” means an [*****] vehicle, identified by a vehicle identification number (“VIN”) or other unique identifier in which the Application has been installed and/or associated with an End User account for which a Subscription is granted. Any adoption to PSA vehicles need to be discussed and confirmed with HERE upfront.

“ Media-Dependent Application ” means non-server computer devices developed by or for Client (including, without limitation, proprietary computer hardware platforms developed by or for Client and/or computer software programs developed by or for Client for use on [*****] devices such as [*****] and other [*****] and [*****] devices) distributed to End-Users for their own internal business and personal use, consisting of Data solely for a Territory, which is resident on any [*****] possessed by the End-User solely to provide information to End-Users in text, audio, haptic and/or graphical form. A [*****] may include [*****], subject to an eligible Subscription granted to an End-User.

“[*****]” means a software application developed by or for Client, for use with the [*****], and that is installed on and operates from one or more servers and/or one or more stationary computer terminals connected thereto, controlled and operated by Client, and which Client makes accessible to End-Users through an automated or non-automated interface, solely via [*****] thereto from an Identified Vehicle, for receiving information from and delivering information to End Users of such Identified Vehicle, and incorporates and uses the Data solely to derive and deliver the functionalities specified under the Application, by a communication in the form of either a single file or multiple files containing text, raster image, binary data and/or voice data or an uninterrupted voice communication, to the End-User.

“ Subscription ” means each grant of the right to, or provision of the capability to, receive [*****] or otherwise access the Data, including any Update Copies, (whether or not such Data is actually received or accessed) through each Application for the Identified Vehicle for an identified period. Without limiting the foregoing, a Subscription shall be deemed to have been granted to an End User if the Application is used, downloaded or otherwise made available to an End-User, even if an End-User has not accessed the applicable Application or otherwise assented to End-User Terms required in connection with access to such Application.

“ Update Copy ” means an additional Copy provided to an End-User, containing Data with substantially similar Additional Content and for the same geographic area as contained in a prior Copy provided to such End-User, wherein the Data contained in the Update Copy is updated from the version of Data contained in the most recent, prior Copy distributed to the End-User.

“[*****]” means an [*****] on the [*****] controlled or possessed by Client made accessible through the [*****] of an Application made available to an End-User for the same geographic area as updated from the version of Data contained in the most recent, prior version of the Data made available to an End-User.

Territory License No.13 [*****] jw

PAGE 9 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

EXHIBIT B

END-USER TERMS

In all instances where the Application uses any portion of the Data to deliver information to End-Users, Client shall provide End-Users with a copy of End User terms and shall provide conspicuous notice to End-Users and notify each End-User that their use is subject to the End User terms, prior to such End-User’s use of, or access to any portion of the Data. End-User terms shall, at a minimum, include provisions that:


i.	restrict use of the Data to the End-User's own use for use with the Application;


ii.	prohibit use of the Data with geographic data from competitors of HERE (unless otherwise expressly permitted in writing by HERE);


iii.	prohibit reverse-engineering and archiving of the Data;


iv.	prohibit any export of the Data (or derivative thereof) except in compliance with applicable export laws, rules and regulations;


v.	require the End-User to cease using the Data if End-User fails to comply with the terms and conditions of the End-User terms;


vi.	provide notice to the End-User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently contained at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified to Customer by HERE);


vii.	provide notice to United States Government End-Users that the Data is a "commercial item", as that term is defined at 48 C.F.R. ("FAR") 2.101, and is licensed in accordance with the End-User terms under which the Data is provided;


viii.	affirmatively disclaim any warranties, express or implied of quality, performance, merchantability, fitness for a particular purpose and non-infringement;

ix.

affirmatively disclaim liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the Data; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Data, any defect or inaccuracy in the Data, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Client, HERE or their suppliers have been advised of the possibility of such damages; and


x.	do not make or imply any warranties on behalf of HERE or its data suppliers or provide any right of liability or indemnity against HERE or its data suppliers.

U.S. Government End-Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

NOTICE OF USE

CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: HERE

CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS:

c/o Nokia, 425 West Randolph Street, Chicago, Illinois 60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.

Territory License No.13 [*****] jw

PAGE 10 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Data.

Territory License No.13 [*****] jw

PAGE 11 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+

EXHIBIT C

PRICING

Client shall pay HERE the License Fee per Copy as set forth in the applicable tables below for each Application distributed hereunder containing all or any portion of the Data. For sake of clarity, the License Fees shall include the applicable fees for all HERE APIs specified below that are licensed to Client for use in the Applications under the General License Agreement (“ HERE Location Platform Services ”), dated February 10, 2014, made by and between the parties, as described therein.

Fees Per Copy for Route Guidance Applications with [*****]. The following fees per Copy for use of the Data in connection with Route Guidance Applications shall include (i) the Initial Copy and (ii) a [*****], including (a) [*****] (up to [*****] in a [*****] via [*****] or [*****]) (“[*****]”), (b) HERE Traffic (ML) and (c) access to the HERE dynamic content (i.e., local search, safety camera ([*****] only, not [*****]), off-street parking and fuel prices) (collectively, the “ HERE Location Platform Services ”) until the [*****] of: (1) [*****] the [*****] Subscription, or (2) [*****] (collectively, the “[*****]”).

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) [*****]. [*****], cost for [*****], [*****] and [*****] of [*****] are subject to a separate agreement between HERE and Client. Following the end of the [*****], unless the End-User enters into a renewal (i.e., paid) Subscription for [*****], HERE Traffic (ML) and the HERE Location Platform Services, Client shall promptly terminate End-User’s access to [*****], HERE Traffic (ML) and the HERE Location Platform Services. If the End-User elects to enter into such Subscription, then Client shall pay to HERE the per renewal Subscription fees as mutually agreed to by the parties.



Route Guidance Applications
[*****]
Territory	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
Europe / Turkey	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Turkey (only)	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]


2.	Fees Per Copy for [***] Applications with [*] . The following fees per Copy for use of the Data in connection with [*] Applications shall include (i) the Initial Copy; and (ii) a [*], including [***], access to the HERE Location Platform Services and HERE Traffic (ML) during the Subscription period.

Territory License No.13 [*****] jw

PAGE 12 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+



[*****] Applications
[*****]
Territory	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
Europe / Turkey	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Turkey (only)	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]


3.	Fees Per Copy for Route Guidance Applications without [***] . The following fees per Copy for use of the Data in connection with Route Guidance Applications shall include (i) the Initial Copy only. The fees per Copy [***] include access to the HERE Location Platform Services nor to HERE Traffic (ML) during the Subscription period.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) vehicle model year.



Route Guidance Applications
[*****] HERE Traffic (ML)/HERE Location Platform Services
Territory	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
Middle East	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Israel	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Africa	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
South America	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
South East Asia	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]


4.	Fees Per Copy for [***] Applications without [*] . The following fees per Copy for use of the Data in connection with [*] Applications shall include (i) the Initial Copy only. The fees per Copy [***] include access to the HERE Location Platform Services nor to HERE Traffic (ML) during the Subscription period.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) [*****].

Territory License No.13 [*****] jw

PAGE 13 OF 14

HERE CONFIDENTIAL

Exhibit 10.16.46+



[*****] Applications
[*****] HERE Traffic (ML)/HERE Location Platform Services
Territory	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
Middle East	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Israel	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
Africa	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
South America	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]
South East Asia	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]	$ [*****]

Territory License No.13 [*****] jw

PAGE 14 OF 14

HERE CONFIDENTIAL

HERE CONFIDENTIAL EXHIBIT 10.16.47+

SIXTH AMENDMENT TO TERRITORY LICENSE NO. 10 ([*****] Navigation Applications)

This Sixth Amendment (the “ Amendment ”) to the Territory License No. 10, effective March 1, 2016 (“ TL 10 ”), 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 10, and amendments thereto, are hereby referred to herein as the “Agreement.” Capitalized terms not otherwise defined in the body of this Amendment shall have the meanings set forth in the Agreement.

The parties agree to amend certain provisions of TL 10 with this Amendment as follows:


1.	Exhibit A (Definitions) . The following definition is hereby added to Exhibit A:

“[*****] Route Guidance Application ” means a Route Guidance Application that (i) is not [*****] or otherwise [*****], and (ii) is sold separately to an End-User as an [*****] navigation system solely for [*****] in an Identified Vehicle equipped with the [*****] navigation platform.


2.	Exhibit D (Pricing ). Section 4 (Data) is hereby renumbered as Section 5.


3.	Exhibit D (Pricing ). Exhibit D (Pricing) to TL 10 is hereby amended to add the following new Section 4:

“4. Fees per Copy for [*****] Route Guidance Applications. The license fees per Copy for use of the Data for the [*****] and [*****] Territories in connection with [*****] Route Guidance Applications, including (i) the [*****] Copy; (ii) a [*****] Subscription for [*****] and (iii) access to the Location Platform Services during the Subscription period, are specified in the table below.



PER COPY LICENSE FEES
[*****]
Territory	[*****]	[*****]	[*****]
North America	$[*****]	$[*****]	$[*****]
Middle East	$[*****]	$[*****]	$[*****]

“


4.	Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.

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

HERE NORTH AMERICA, LLC TELENAV, INC.

By: /s/ Greg Drescher By: /s/ Michael Strambi

Name: Greg Drescher Name: Michael Strambi

Title: Senior Legal Counsel Title: Chief Financial Officer

Date: September 6, 2018 Date: 9/4/18

HERE NORTH AMERICA, LLC

By: /s/ Simon Anolick

Name: Simon Anolick

Title: Director – Legal & IP

Date: September 6, 2018

Amendment 6 to TL 10 [Telenav, Inc.][ [*****] ][05-23-18 lee] Page 1 of 1

Exhibit 10.26.26+

AMENDMENT NO. 26

TO THE

SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT

BETWEEN

FORD MOTOR COMPANY AND TELENAV, INC.

THIS AMENDMENT NO. 26 (“Amendment”), effective as of July 1, 2018 (“Amendment Effective Date”) supplements and amends the terms of the SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009 (“Agreement”), by and between Ford Motor Company (“Buyer” or “Ford”), a Delaware corporation with its principal office at One American Road, Dearborn, Michigan 48126, on behalf of itself and the Ford Related Companies, and Telenav, Inc. (“Supplier” or “Telenav”), a Delaware corporation with its principal office at 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, on behalf of itself and the Telenav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.

WHEREAS, the parties desire to amend pricing related to [*****].

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties agree as follows:

1. Pricing

In Attachment V, Section 3, delete the tables titled [*****] and [*****] in its entirety and replace with the following:

[*****]



CY	[*****]		[*****]
Dates	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[****]	[****]
[*****]	[*****]	[*****]	[*****]
Total	[*****]	[*****]	[*****]

[*****]



CY	[*****]		[*****]
Dates	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[****]	[****]
[*****]	[*****]	[*****]	[*****]
Total	[*****]	[*****]	[*****]

Page 1 of 2

Exhibit 10.26.26+

* Conditions:


•	Subject to separate agreement which may be agreed in writing between Telenav and Ford to provide [***], the parties may agree to further reduce the pricing for [*] to [***] prospectively.

Except as modified and amended by this Amendment, the terms of the Agreement are ratified and confirmed by the parties hereto. This Amendment is incorporated into and made a part of the Agreement by the parties.

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



FORD MOTOR COMPANY By: /s/ Melissa Sheahan (Signature) Name: Melissa Sheahan (Printed Name) Title: SYNC Software Buyer Date: 9/20/2018	TELENAV, INC. By: /s/ Michael W. Strambi (Signature) Name: Michael W. Strambi (Printed Name) Title: Chief Financial Officer Date:

Page 2 of 2

EXHIBIT 10.27+

SERVICES AGREEMENT

This Services Agreement (“Agreement”), effective as of February 1, 2017 (“Effective Date”) is entered into by and between:

General Motors Holdings LLC (Customer or GM)

and

Telenav, Inc. (Supplier)

GM and Supplier are parties to a purchase order dated December 19, 2013 and amendments thereto (“Product 1 Terms”) for the purchase and sale of products and services described in the Exhibits thereto.

The parties wish to modify the Product 1 Terms by incorporating this Agreement therein to cover additional Services as described in the Exhibits to this Agreement. In the event of any conflict between the Product 1 Terms and those of this Agreement, the terms of this Agreement shall control with respect to the subject matter of the Services described in this Agreement.

Agreement

1. Statement of Work; Service Levels

Supplier agrees to provide the services (the “Services”) described in the Statement of Work at the service levels described in the Service Levels Exhibit , and in accordance with the terms of this Agreement. Services will be performed by competent, properly trained and licensed personnel, and will be of professional quality, consistent with generally accepted industry standards for the performance of such services. Supplier shall ensure that it has all necessary resources to provide the Services at the Service Levels. Supplier agrees that Customer is entitled to obtain and use the Services for Customer benefit and for the benefit of Customer’s Affiliates. Customer’s Affiliates and their respective employees are entitled to use the Services in accordance with this Agreement and have and are entitled to all rights, benefits, and protections granted to Customer pursuant to this Agreement with respect to such Services. Customer is responsible for compliance by Customer Affiliates with the terms and conditions set forth in this Agreement. “Customer Affiliates” as used herein means any company or entity in which Customer owns (directly or indirectly) at least five percent (5%) of the voting stock.

2. Deliverables; Rights

Deliverables shall mean any works created for or on behalf of Customer or any written work product and other materials that Supplier delivers to Customer (the “Deliverables”). Customer shall be the owner of all rights in Deliverables, including, but not limited to, domain names, trade names, trademarks, service marks and copyrights, both as works in process and as finished products. Any copyright covering such materials, if registered, shall be registered in the name of Customer. Customer shall have the right to make use of the Deliverables, as it shall determine, without payment of any compensation to Supplier other than as provided in this Agreement.

EXHIBIT 10.27+

To the extent that any preexisting materials of Supplier or any subcontractor of Supplier is contained in the Deliverables or in any application programming interfaces (APIs) provided by Supplier to Customer, Supplier grants to Customer an irrevocable, worldwide, royalty-free, full-paid, perpetual license to such preexisting materials. To the extent that Supplier utilizes any of its or a subcontractor’s property (including, without limitation, any hardware or software of Supplier or a subcontractor or any proprietary or confidential information of Supplier or subcontractor or any trade secrets of Supplier or a subcontractor) in performing Services under this Agreement, such property remains the property of Supplier or its subcontractor and, except for the license granted to Customer in the preceding sentence, Customer will acquire no interest or right in such property.

Supplier represents and warrants that it has all necessary rights to grant Customer the rights to the Deliverables as set forth above. Supplier will obtain all necessary employee or third-party agreements to ensure that it has such rights, including, without limitation, any moral rights.

Supplier agrees to defend, hold harmless and indemnify Customer, its successors and customers against any third party claims of infringement (including patent, trademark, copyright, industrial design right, or other proprietary right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including reasonable attorney’s and other professional fees) arising in any way in relation to the Services or the Deliverables. Supplier expressly waives any claim against Customer that such infringement arose out of compliance with Customer’s specification.

In the event an injunction is sought or obtained against use of any Deliverables or in Customer’s opinion is likely to be obtained, Supplier will promptly, at its option and expense, either (A) procure for Customers and assignees of this Agreement, the right to continue to use the infringing Deliverables, or (B) replace or modify the infringing Deliverables to make its use non-infringing while being capable of performing the same function without degradation of performance and without interference to end users. Supplier will have no indemnity obligation under this section if the claim(s) of infringement is based upon (i) a modification of the Deliverables made solely by Customer, a Customer Affiliate, or a third party service provider without any direction or control of Supplier or any knowledge of this intended use of the Deliverable; (ii) the continued use of the Deliverables by Customer or a Customer Affiliate for greater than a reasonable period of time after a non-infringing alternative with no loss of functionality has been made available by Supplier for installation at Supplier’s sole expense and without any interference to end users unless first approved in writing by Customer; (iii) use of the Deliverables in violation of the terms of this Agreement; or (iv) the use of the Deliverables (other than an intended use known to Supplier) in combination with other software or data, provided that the Deliverables are not any cause of a claim.

With respect to the above indemnification obligation, Customer shall (i) timely notify Supplier in writing of any such claims; (ii) provide Supplier (at Supplier’s expense) with reasonable assistance and all information in Customer’s control as required to assist Supplier in defending such claims; (iii) grant to Supplier reasonable control of the defense (with reasonable consultation with Customer) and any settlement of any such claim, as long as any settlement does not impose an obligation on Customer; and (iv) as long as Supplier is in full satisfaction of its obligations under this Agreement, not make any agreement or compromise materially affecting defense of the claim without prior written consent of Supplier.

Page 2 of 18

EXHIBIT 10.27+

3. Compensation; Payment; Taxes

A. Compensation

Customer will compensate Supplier for the Services as set forth on the schedule attached as the Pricing and Compensation Exhibit . The payments set forth in the Pricing and Compensation Exhibit are the full and complete compensation to be paid Supplier for the Services and the Deliverables.

Supplier will be paid as set forth in this Agreement, but such payments may not exceed the price estimate stated in the Pricing and Compensation Exhibit without Customer’s written approval. Customer will also reimburse any reasonable and necessary out-of-pocket travel costs in accordance with Customer’s Travel Guidelines (a copy of which has been received by Supplier), as well as the cost of any approved subcontracted Services. All such costs must be previously approved by Customer in writing and will be billed without mark-up. Appropriate supporting documentation must accompany all invoices.

B. Payment

Invoices shall be submitted by Supplier, and paid by Customer, in accordance with the Statement of Work. Payment date shall be [*****], with disbursements occurring on a [*****] payment cycle. Payment will be triggered upon Customer’s receipt of (a) goods or (b) a valid invoice.

C. Taxes

(i) Definitions.

“Direct Tax” means any tax, fee, surcharge, or exaction of any other type which are legally imposed on Supplier by a tax authority, including any tax on or measured by Supplier’s income, gross receipts (including Ohio’s Commercial Activity Tax), capital, net worth, franchise, privilege, property or any employment-related tax imposed on Supplier.

“Tax” means Direct Tax, [*****], and any interest or penalty (or both) related to Direct Taxes or [*****].

[*****]

“Telecommunication Charges” means any duty, levy, surcharge, fee, or similar payable that is due to any governmental (other than a tax authority), or collecting society or agency, by reason of telecommunications regulatory law or other law.

(ii) Tax Cooperation. The Parties will work together in good faith to generate tax efficiencies and to minimize both Direct and [*****] related to this Agreement. Except as provided in subsections (vii) and (viii), Supplier will invoice the GM entity that receives the product or Service, and Supplier will enter into any agreement necessary to ensure that the GM entity receiving the product or Service is the entity invoiced including working together to ensure delivery locations are correctly invoiced by product and/or service, including within the US. If GM is audited for or assessed any tax related to this Agreement, Supplier will cooperate with GM, which includes any or all of the following: making relevant documents, records, or information available to GM (as

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reasonably requested by GM), filing any relevant tax returns, or contesting the imposition or assessment of any Tax.

(iii) Direct Taxes. Supplier is responsible for its own Direct Taxes and may not charge or otherwise recover Direct Taxes from GM. If a jurisdiction requires GM to withhold Direct Tax from GM’s payment to Supplier, GM will provide Supplier appropriate documentation and Supplier will apply the Direct Tax withholding as a payment from GM to Supplier. In no event will GM “gross-up” any payment for withheld Direct Taxes.

(iv) [*****]

(v) [*****]

(vi) Supplier’s Subcontractor. Supplier will not rebill any Taxes charged through any of Supplier’s subcontracting suppliers/service providers or incurred by the Supplier in connection with the provision of products and/or Services under this Agreement if such Tax is recoverable/creditable by Supplier or, if not, the Tax would have been recoverable/creditable had the rebills been structured through other entities (either the Supplier‘s or GM’s entities).

(vii) Local Participation Agreement and/or Purchase Order. If a GM entity is located in the same country in which a Supplier entity sells or leases products or performs Services (“Local GM Entity” and “Local Supplier Entity;” together, the “Local Entities”), then, to the extent commercially feasible for Supplier and upon written approval by Supplier, the invoices and payment will be by and between the Local Entities at GM’s request. Any such local participation agreement or local purchase order may be modified to comply with local laws.

(viii) Cross-Border Invoicing. Notwithstanding anything in this Agreement to the contrary, in the case where a GM entity is located in a country other than the country in which a Supplier entity sells or leases products or performs Services, invoices for such products and Services will be invoiced to and paid by a GM entity of GM’s choice, to the extent commercially feasible for Supplier and upon written approval by Supplier. If such case arises, a local participation agreement or local purchase order may be required and may be modified to comply with local laws.

(ix) Property Taxes. Real and personal property taxes, assessments and other property-related levies should be the responsibility of the owner of the real or personal property. With respect to leases, Supplier will be responsible for reporting equipment leases to GM and remitting any personal property tax on leased equipment to the applicable taxing authority unless the Parties otherwise agree. Such taxes will be separately stated on the invoice with supporting detail provided by Supplier if required by GM.

(x) Indemnity. Supplier agrees to pay and hold GM harmless for any Tax that may be imposed as result of the failure or delay by Supplier to comply with any tax legislation (law, rule or regulation) requirement. In case that GM is held jointly responsible for Supplier’s failure, Supplier will pay for any associated costs that GM must pay in relation to GM’s defense, including legal/consultant

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fees, administrative and/or judicial expenses as well any litigation costs, including the cost of any required guarantee, and/or deposit of a similar nature.

(xi) Customs. Credits or benefits resulting or arising from this Agreement, including trade credits, rebate credits, export credits or the refund of duties, taxes or fees, will belong to GM. Supplier will timely and accurately provide all information necessary (including written documentation and/or electronic transaction records) to permit GM to receive such benefits or credits, as well as to fulfill its import and, where required by this Service Agreement, export customs related obligations, origin marking or labeling requirements and local content origin requirements, if any.

Supplier will undertake, in due time, such all necessary commercially reasonable arrangements or carry out all formalities to ensure the goods contained in this agreement are covered by any duty deferral or free trade zone program(s) of the country of import or secure eligibility for duty preferential treatment under any applicable trade agreement at the time the goods are imported. To the extent such goods are determined to not be eligible for duty preferential treatment after GM has filed a claim for such treatment, including determinations made after GM has filed a claim for such treatment, Supplier will reimburse GM any customs duty or fees that are imposed. Supplier and GM will cooperate with each other to enable each to more accurately determine its own duty liability and to minimize such liability to the extent legally permissible. Such cooperation includes, but is not limited to, the exchange of information necessary to establish the value of any prototypes or pre-production articles that either party moves across borders.

Supplier will ensure compliance with the recommendations or requirements of all applicable Authorized Economic Operator (AEO), governmental security/anti-terrorism and enhanced border release programs (including, without limitation, the United States’ Customs-Trade Partnership Against Terrorism (C-TPAT), Canada’s Partners in Protection initiative and Mexico’s Neuvo Esquema Empressa Certificadas (NECC) program). At request of GM or the appropriate Customs Authority, Seller will certify in writing its compliance with the foregoing.

Any importation of goods into a country should only be handled under the Incoterm of Free Carrier “FCA” or Delivered at Place “DAP”. To the extent a different Incoterm will be used, Supplier must notify and obtain agreement from GM.

(xii) Service Level Credits. Should Supplier receive any service level credits, and/or similar type incentive, either directly or indirectly from third party vendors for products and/or Services provided to GM, Supplier will apply a credit in GM’s favor to the charges for the relevant products and/or Services in an amount equal to the portion of the credits that are allocable to such products and/or Services. Supplier agrees to provide documentation in relation to these credits and the benefit provided to GM from these types of incentives.

(xiii) Telecommunications Charges. Except to the extent that GM has provided Supplier with an appropriate exemption certificate or other documentation (e.g., USF resale certificate), GM will be responsible for Telecommunication Charges that lawfully apply to Services provided under this Agreement only if Supplier informs GM of any and all Telecommunication Charges that apply in

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its documentation (such as GM’s request for quotation, purchase order, or Supplier’s quotation). GM will not be responsible for (and Supplier may not charge GM for) any Telecommunications Charges that are not provided in this manner from Supplier to the GM. Supplier will clearly identify Telecommunications Surcharges on its invoices to GM, and will keep Telecommunications Charges separate from Taxes.

4. Change Control

Supplier will perform change control functions to control and manage changes in the operation of the Services, including any changes requested by Customer. Supplier will be responsible for management and coordination of all changes to the Services.

Supplier will employ procedures for change, coordination, review and reporting that are designed to minimize the business impact and risk to Customer of any change activity (“Change Control Procedures”). This effective change control process will facilitate effective coordination and communication across groups, sites and regions. Clear ownership for individual changes must be maintained throughout the process, with regular and appropriate progress updates communicated back to those affected.

Supplier will follow the Change Control Procedure described in the attached SOW BPO G001 GM Governance Model Exhibit in order to uniquely identify, describe and track the status of each change request. A Change Control Committee comprised of Supplier and Customer representatives will review all requests. No change will be implemented without Customer's approval except as may be necessary on a temporary basis to maintain the continuity of the Services.

To the extent the proposed change can be reasonably accommodated within the specified existing level of resources, not including overtime work, then being used by Supplier in performing its obligations hereunder, and without degradation of Supplier’s compliance with all applicable performance requirements, the charges payable by Customer under the Agreement will not be increased. To the extent a change proposed by either party will reduce Supplier’s cost to fully perform its obligations hereunder, the charges payable by Customer under the Agreement will be equitably adjusted to reflect such projected cost savings. Any increase in price or time for performance resulting from any proposed change will be equitably adjusted by Customer after receipt of documentation in such form and detail as Customer may direct.

5. Confidentiality

For purpose of this Section 5, Customer Information means all information (oral or written) and documents and data (in any medium) that have been furnished to Supplier by Customer, or have been collected by Supplier in connection with the Services, including, but not limited to, all end user data and “Personal Information,” as defined in the Custody or Processing of Personal Information Exhibit attached hereto. Customer is willing to disclose Customer’s Information and to permit Supplier to collect Customer’s Information only with the understanding that Supplier will maintain its confidentiality and will otherwise comply with all provisions of this Agreement. Supplier acknowledges that Customer's Information is being disclosed to Supplier for the sole purpose of permitting Supplier to develop, perform, improve, enhance, and analyze the Services, and agrees that without the prior written agreement of Customer, it will not use or disclose

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Customer’s Information for any other purpose, including without limitation, creation or development of any product, feature, or capability not included in the Services for offer to third parties, and/or the sale, sharing or monetization of, or creation of independent value as to, the Customer Information. In addition, Supplier agrees that, except as may be required by law, it will not disclose, disseminate or otherwise make available Customer's Information to anyone, other than to those employees who have a need to know it in order for Supplier to fulfill its obligations under this Agreement, without the prior written agreement of Customer.

Supplier shall provide for the physical, managerial and electronic security of Customer’s Information such that Customer’s Information is reasonably maintained and secured, ensuring it is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission and storage in accordance with Section 13. Should any unauthorized breach occur, Supplier shall notify Customer as soon as reasonably practicable, but no later than [*****] after Supplier becomes aware of such breach

At Customer’s request or upon completion of Supplier's use of Customer's Information, Supplier will return all copies of Customer’s Information to Customer or, at Customer's request, will destroy Customer’s Information and certify such destruction to Customer. If Customer requests the destruction of any Customer’s Information, then Supplier will perform the destruction in accordance with Customer’s instructions and will: (i) use the destruction methods authorized by Customer (e.g. shredding or burning or electronic erasure); ii) protect the confidentiality of Customer’s Information during the destruction process; (iii) not sub-contract the destruction work without the prior written authorization of Customer; and (iv) provide Customer with a destruction record confirming which Customer’s Information has been destroyed, when, where and how. Supplier may retain a copy of Customer’s Information for archival purposes only subject to Supplier’s continuing obligations under this Section 5.

Supplier further agrees to defend, indemnify and hold Customer harmless from any liability claims, damages, fines, penalties, costs, claims, demands and expenses (including costs of defense, settlement and reasonable legal fees), arising from or related to any breach of Sections [*****] by Supplier or Supplier's employees. Supplier shall have the right to control such litigation or claim (including the right to settle), subject to the consent of Customer, which consent will not be unreasonably withheld or delayed.

Supplier recognizes that the disclosure of Customer’s Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, Customer has the right to seek equitable and injunctive relief to prevent the unauthorized disclosure of any Customer’s Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.

In the event Supplier is required to disclose Customer’s Information in connection with any judicial proceeding or government investigation, then Supplier shall promptly notify Customer and allow a reasonable time before Supplier is required to disclose, for Customer to seek a protective order from the appropriate court or government agency. Thereafter, Supplier may disclose Customer’s Information but only to the extent required by law, subject to any applicable protective order.

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In addition, Supplier recognizes that its close association with Customer's personnel and access to Customer's Information in the course of performing this Agreement may enable Supplier to evaluate publicly available information about Customer from an insider's perspective and that Customer's proprietary information would be revealed if such evaluations were published. Therefore, Supplier agrees not to publish, or help anyone publish, anything whatsoever about Customer concerning the subject matter of this Agreement, except with the prior written consent of Customer.

For the avoidance of doubt neither Customer nor Supplier shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature.

Information that Supplier deems confidential will be transmitted only to Customer’s Program Manager in writing or a designee authorized in writing to accept such information. At the time of such transmission, Customer’s Program Manager will decide (i) if Customer agrees that the information is confidential, (ii) if Customer needs the information, and (iii) if the answers to (i) and (ii) are yes, what restrictions will be placed on its distribution within Customer. If the answers to (i) and (ii) are not yes, Customer’s Program Manager will promptly notify Supplier and any information considered by Supplier to be confidential which is disclosed to Customer’s Program Manager shall be promptly returned to Supplier. To the extent that items submitted to Customer by Supplier are marked “Vendor Confidential” or words to that effect, such notation will serve as notice to third parties only and will create no obligation upon Customer.

In the event Customer does accept such information, Customer agrees that it shall treat the information with the same degree of care as it treats like information of its own, for a period of [*****] after disclosure.

6. Supplier’s Collection and Handling of Personally Identifiable Data

THIS SECTION INTENTIONALLY OMITTED.

7. Third Party Agreements; Subcontracting

Attached as the Third Party Agreements Exhibit , is a list of all third party agreements to which Supplier is a party that will affect or be affected by the provision of the Services (the "Third Party Agreements"). Supplier shall provide Customer with copies of the agreements and any amendments or changes thereto, to the extent permitted by the terms thereof. Supplier shall abide by, and comply with, the terms of the Third Party Agreements.

Each Party shall promptly upon discovery inform the other of any breach of, or misuse or fraud in connection with any Third Party Agreements and shall cooperate with each other to prevent or stay any such breach, misuse or fraud.

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and charges in respect of the Third Party Agreements. At Supplier's request and with Customer's written consent, Supplier shall, to the extent permitted by the Third Party Agreement, modify, terminate or cancel the Third Party Agreement. Any modification, termination or cancellation charges or charges imposed upon Supplier in connection with any such modification, termination or cancellation shall be borne by Supplier.

Customer may contact, and have access to information from, third party suppliers of services. In addition, Customer reserves the right to review the competitiveness of such third party suppliers. Such review may involve joint activities of Customer and Supplier (co-sourcing). When requested by Customer, Supplier shall participate in any co-sourcing process and shall provide all necessary support, at no charge to Customer.

Supplier will not subcontract a material portion of its obligations under this Agreement without Customer’s written consent. If Customer consents to a subcontracting arrangement, Supplier’s agreement with the approved subcontractor shall be deemed to be a “Third Party Agreement” subject to this Section 7.

8. Continuous Improvement and Best Practices

Supplier shall: (i) on a continuous basis, as part of its total quality management process, identify ways to improve the quality, service, performance standards and technology for the Services, including through participation in initiatives of Customer's Worldwide Purchasing; and (ii) identify and apply proven techniques and tools from other installations within its operations that would benefit Customer either operationally or financially. Supplier shall use commercially reasonable efforts to advise Customer of any new developments relating to the Services, including services, products and processes, that could reasonably be expected to have an impact on Customer's business, and shall, upon Customer's request, assist in the evaluation and testing of such developments in connection with the Services. Implementation of any of the above shall only be made in accordance with Section 4. Without limiting the foregoing, Supplier shall use reasonable efforts to inform Customer of any new services, products and processes Supplier is developing or trends and directions of which Supplier is aware that may be relevant to Customer's business.

9. Competitive Assessment - Benchmarking Procedure

THIS SECTION INTENTIONALLY OMITTED.

10. Exclusive Services; Key Employees; Supplier’s Personnel at Customer Sites

Unless otherwise agreed, Supplier agrees that it will not, during the Term assign those persons who are listed as Key Employees in Appendix A to perform similar services for a competitor in the same line of business as Customer. This clause is subject to any limitations imposed by local law.

In addition, if applicable, the parties may designate certain employees as key employees in Appendix A Supplier Contract Manager, Key Employees, Competitive Process of this document. Before assigning an individual as a Key Employee, whether as an initial assignment or as a replacement, Supplier shall notify Customer of the proposed assignment, and shall introduce the individual to appropriate representatives of Customer and shall provide Customer with a resume and other information regarding the individual that may be reasonably requested by Customer. Supplier's

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appointment of a Key Employee shall be subject to Customer's written consent. Supplier and Customer shall meet as appropriate to update the list of Key Employees.

Supplier shall not reassign or replace any Key Employee for [*****] after his or her designation as a Key Employee, or with respect to Key Employees who are identified by the Customer Project Manager as important to a particular project, prior to the time that such project is completed to the reasonable satisfaction of Customer, except for the reasons set forth below: (i) replacement or reassignment of a Key Employee pursuant to Customer's written consent to such reassignment; (ii) Key Employee's voluntary resignation from Supplier; (iii) dismissal of Key Employee by Supplier for misconduct (e.g. fraud, drug abuse, theft); or (iv) inability of Key Employee to work due to sickness or disability. Other than for the reasons specified in the immediately preceding sentence, Supplier may only replace or reassign a Key Employee after [*****]’ notice to Customer. If Supplier replaces or reassigns a Key Employee in violation of this provision, in addition to whatever rights and remedies Customer may otherwise have, Supplier shall be responsible: (i) for replacing such Key Employee within [*****] of the last day of such Key Employee's employment with Supplier; and (ii) for training such Key Employee's replacement at Supplier's sole expense.

Supplier shall not without Customer's written consent (such consent not to be unreasonably withheld) move more than [*****] of the Key Employees from Customer's account during a [*****], except as a result of the termination or expiration of the Agreement or as a result of a written request for reduction of Services.

When, in the performance of this Agreement, Supplier’s personnel are to be located at Customer sites, Supplier will furnish a complete list of all personnel to be located at Customer sites and Supplier shall be responsible for all actions of its personnel. Supplier agrees to comply with all regulations and policies at Customer sites, and Customer reserves the right to bar employees, representatives or agents of Supplier from Customer sites for failure to observe such regulations and policies. Supplier’s personnel shall in no event be considered employees of Customer; Supplier will remain responsible for all wages, taxes, benefits, payroll deductions, remittances, and other obligations with respect to its personnel.

11. Information Gathering Practices; Ethical Representation

Without limiting Section 26, Supplier hereby agrees that its acquisition, use or disclosure of information on behalf of Customer shall be in compliance with all applicable laws and any information security or other policies or procedures related to Personally Identifiable Data that Customer may provide to Supplier and, in addition, shall be in compliance with the following ethical principle excerpted from Customer Guidelines For Employee Conduct:

“[*****]”

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government or instrumentality thereof, international organization, political party or official or candidate thereof, to influence any decision to obtain or retain business or secure other advantage. Supplier shall inform Customer of any laws in the nature of lobbying registration or disclosure which may be found to apply to the Services, and assist Customer in its consideration of and compliance with any such requirements.

12. Malicious Software.

Supplier specifically warrants and agrees that Supplier will not introduce malicious software into Customer’s equipment, database(s) or network(s). In the event that Supplier introduces malicious software, Supplier will work with Customer to immediately remove such malicious software from all infected equipment, database(s) and network(s) and will restore such equipment, database(s) and network(s) to their original state.

13. [*****] and Other [*****] ;

Attached as for [*****] and [*****] are Customer’s [*****] with respect to [*****] and [*****] when Services or Deliverables include the [*****] or [*****] of [*****] or [*****].

14. Force Majeure.

Any delay or failure of either party to perform its obligations shall be excused if Supplier is unable to produce, sell or deliver, or Customer is unable to accept delivery, buy or use, the goods or services covered by this Agreement, as the result of an event or occurrence beyond the reasonable control of the party and without its fault or negligence, including, but not limited to, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes and slowdowns), inability to obtain power, material, labor equipment or transportation, or court injunction or order; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as possible after the event or occurrence (but in no event more than [*****] thereafter). During the period of such delay or failure to perform by Supplier, Customer, at its option, may purchase goods and services from other sources and reduce its schedules to Supplier by such quantities, without liability to Supplier, or have Supplier provide the goods and services from other sources in quantities and at times requested by Customer, and at the price set forth in this Agreement. In addition, Supplier at its expense shall take such actions as are necessary to ensure the supply of goods and services to Customer for a period of at least [*****] during any anticipated labor disruption or resulting from the expiration of Supplier’s labor contract(s). If requested by Customer, Supplier shall, within [*****], provide adequate assurances that the delay shall not exceed [*****]. If the delay lasts more than [*****] or Supplier does not provide adequate assurance that the delay will cease within [*****], Customer may immediately terminate this Agreement without liability.

15. Term

Unless earlier terminated as provided in Sections 16 and 17, this Agreement is effective as of the date of the last signature below, and will have an initial term ending on [*****] The foregoing notwithstanding, this Agreement may be terminated as provided in Section [*****].

16. Termination for Insolvency; Breach or Nonperformance

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A. Insolvency

Customer may immediately terminate this Agreement without liability to Supplier in any of the following or any other comparable events: (i) insolvency of Supplier; (ii) filing of a voluntary petition in bankruptcy by Supplier; (iii) filing of any involuntary petition in bankruptcy against Supplier; (iv) appointment of a receiver or trustee for Supplier; or (v) execution of an assignment for the benefit of creditors by Supplier, provided that such petition, appointment or assignment is not vacated or nullified within [*****] of such event. Supplier agrees that it shall reimburse Customer for all costs incurred by it in connection with any of the foregoing, including, but not limited to, all attorneys’ or other professional fees.

B. Termination for Breach or Nonperformance; Sale of Assets or Change in Control.

Either party may immediately terminate this Agreement without liability to the other party if the other party repudiates or breaches any of the terms of this Agreement, and does not correct such failure or breach within [*****] after receipt of written notice from the non-breaching party. In addition, Customer may terminate this Agreement upon giving at least [*****] notice to Supplier, without liability to Supplier, if Supplier (i) sells, or offers to sell, a material portion of its assets, or (ii) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Supplier.

17. Termination for Convenience

In addition to any other rights of Customer to terminate this Agreement, Customer may, at its option, immediately terminate all or any part of this Agreement, at any time and for any reason, by giving written notice to Supplier. Upon such termination, Customer shall pay Supplier for all Services performed that have not been paid as of the date of termination. Customer shall not be liable for and shall not be required to make payments to Supplier, directly or on account of claims by Supplier’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this Agreement. Within [*****] from the effective date of termination, Supplier shall submit a comprehensive termination claim to Customer, with sufficient supporting data to permit Customer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Customer shall request. Customer or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Supplier.

18. Termination Assistance

In the event of the expiration or termination of all or of part of the Services being provided under the Agreement, Supplier shall, upon Customer's request, continue to provide the Services which were provided by Supplier prior thereto and any new services requested by Customer that may be required to facilitate the transfer of the affected Services to Customer or a third party service provider, as applicable, or Customer's designee, including, providing to Customer or third party personnel training in the performance of the affected Services (collectively, the "Termination Assistance Services") in accordance with the following:

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At no additional cost, Supplier shall provide to Customer and any designated third party service provider: (i) in writing, to the extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected execution environment of the Services; (ii) answer all reasonable and pertinent verbal or written questions from Customer regarding the Services on an "as needed" basis as agreed upon by Customer and Supplier; and (iii) necessary access to the systems and sites from which the Services were provided.


B	If requested by Customer, Supplier shall assist Customer in developing a plan that shall specify the tasks to be performed by the parties in connection with the Termination Assistance Services and the schedule for the performance of such tasks.


C	Supplier shall provide the Termination Assistance Services for a period of up to [*****] from the date of termination of this Agreement (the "Termination Assistance Period"), at prices no worse to Customer than those for comparable services prior to termination.


D	Upon request from Customer to the extent permitted by third party contracts, Supplier shall do the following:


(i)	Supplier shall make available any hardware owned or leased by Supplier dedicated to the performance of the Services (“Supplier Hardware”) by allowing Customer or its designee to (a) purchase any Supplier Hardware, at net book value; and/or (b) assume the lease of any Supplier Hardware leased by Supplier.


(ii)	Supplier shall transfer or assign, upon Customer's request, any third party contracts applicable to the Services for maintenance, disaster recovery services or other necessary third party services being used by Supplier and dedicated to the performance of the Services, to Customer or its designee, on terms and conditions acceptable to all applicable parties.


(iii)	Supplier shall license to Customer, or assist Customer in obtaining a license to, software then being used by Supplier in providing the Services.


E	Supplier shall provide to Customer, in the form and with the content requested by Customer, inventories of the hardware and software used in connection with the provision of the Termination Assistance Services as needed.


F	Supplier acknowledges and agrees that it shall have an absolute and unconditional obligation to provide Customer with Termination Assistance Services and Supplier's quality and level of performance during the Termination Assistance Period shall continue to comply with all requirements of this Agreement.

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19. Indemnification

To the fullest extent permitted by law, Supplier must defend, indemnify and hold harmless Customer, its affiliates and their respective present, former, and future shareholders, employees, contractors, successors and assigns (collectively, “Indemnified Parties”) against all damages, losses, costs, expenses (including reasonable attorneys’ fees, costs and expenses) and other liabilities arising out of any claims, demands, suits, or causes of action by third parties (collectively, “Claims”), arising out of or in connection with this Agreement (including claims of negligence by the employees or contractors of either party) which result or are claimed to result in whole or in part from: (i) any act or omission of Supplier, its affiliates or their employees or contractors; (ii) any breach of this Agreement by Supplier its affiliates or their employees or contractors; (iii) the violation of any intellectual property rights of third parties caused by Supplier, its affiliates or their employees or contractors resulting from Customer, its affiliates’ or their personnel’s use of the Services as provided in Section 2: (iv) the performance of Services under the Agreement; or (v) the violation by Supplier, its affiliates or their employees or contractors of any law or regulation.

Supplier has the right to control the defense of any Claim; provided however, that Customer may, at its election and at any time, take control of the defense and investigation of any Claim at the cost and expense of Customer. Upon Supplier’s request, Customer will reasonably cooperate in such defense.

20. Insurance

During the term of this Agreement, Supplier will maintain policies of insurance in the types and amounts set forth in the Insurance Exhibit . All such insurance policies will be issued by reputable insurance companies rated “ [*****] ” or better by [*****] . If such policies do not contain a [*****] of [*****] provision, they will be [*****] to provide [*****] .

21. Right to Audit

Customer, at its expense, has the right to enter onto Supplier’s premises to review and/or audit the appropriate records, including the administrative procedures of Supplier, to substantiate the charges invoiced under this Agreement and to otherwise confirm compliance by Supplier with its obligations relating to Customer’s Information and otherwise under this Agreement. Supplier will preserve all pertinent documents for the purpose of auditing charges invoiced by Supplier for a period of [*****] after [*****], or such longer period as Customer specifies in this Agreement. Supplier further agrees to cooperate fully with Customer with all reasonable requests of Customer during review(s) or audit(s) and agrees that such audit may be used as a basis for settlement of disputes which might arise regarding payments or otherwise under this Agreement. Where Supplier utilizes the services of third parties, Supplier must include in its contracts with such third parties a “right to audit” clause with terms and conditions substantially similar to those set out in this Section 21.

22. Notices.

Except as otherwise specifically provided for in this Agreement, all notices required or permitted to be given by either party under or in connection with this Agreement will be in writing and will

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be deemed duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or by prepaid recognized overnight delivery service, or by facsimile confirmed by letter, to the other party at the address set forth below, or such other address as may be requested by either party by like notice:



If to Supplier:	Telenav, Inc. 100 Galleria Officentre, Suite 428 Southfield, MI 48034 Attention: [*****]
With a copy to:	Telenav, Inc. 4655 Great America Parkway, Suite 300 Santa Clara, CA 95054 Attention: [***] Facsimile: [***]

If to Customer:	General Motors Holdings LLC 400 Renaissance Center P.O. Box 400 Detroit, MI 48265-4000 Attention: [***] [*]Facsimile: [***]
With a copy to:	General Motors Holdings LLC 400 Renaissance Center P.O. Box 400 Detroit, MI 48265-4000 Attention : [***] [*]Facsimile: [***]

23. Remedies; Limitation of Liability

The rights and remedies reserved to a party in this Agreement shall be cumulative with, and additional to, all other or further remedies provided to a party in law or equity. Subject to the exclusions set forth below, neither Customer nor the Supplier shall be liable to the other for any [*****] arising out of or relating to this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise, for events, acts or omissions in an [*****] amount in [*****] of [*****] ([*****]) the [*****], and subject to the exclusions set forth below, neither party shall be liable to the other party for [*****] (including [*****] or [*****]) or other [*****] that arise out of or are related to performance under this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise.

Page 15 of 18

EXHIBIT 10.27+

rights indemnity, as set forth in this Agreement, (iii) any breach of confidentiality obligations undertaken in Sections 5 and 6 of this Agreement, (iv) any breach or violation of a party’s intellectual property or proprietary rights, (v) liability resulting from a party’s [*****] or [*****] or [*****].

24. Setoff/Recoupment

In addition to any right of setoff or recoupment provided by law, all amounts due to Supplier shall be considered net of indebtedness of Supplier and its affiliates/subsidiaries to Customer and its affiliates/subsidiaries; and Customer shall have the right to setoff against or to recoup from any amounts due to Supplier and its affiliates/subsidiaries from Customer and its affiliates/subsidiaries.

25. No Advertising

Supplier shall not, without first obtaining the written consent of Customer, in any manner advertise or publish the fact that Supplier has contracted to furnish Customer the goods or services covered by this Agreement, or use any trademarks or trade names of Customer in Supplier’s advertising or promotional materials.

26. Compliance with Laws; Employment/Business Practices

Supplier, and any goods or services supplied by Supplier, shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the goods or services, including, but not limited to, those relating to environmental matters, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety. Supplier further represents that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this Agreement. At Customer’s request, Supplier shall certify in writing its compliance with the foregoing. Supplier shall indemnify and hold Customer harmless from and against any liability claims, demands or expenses (including attorney’s or other professional fees) arising from or relating to Supplier’s noncompliance.

27. No Implied Waiver

The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision.

28. Assignment

Customer may assign or otherwise transfer this Agreement and its rights or obligations under this Agreement to any affiliated or successor company or to any purchaser of a substantial part of Customer’s business to which this Agreement relates. In addition, Customer may sublicense or otherwise delegate, in whole or in part, this Agreement and its rights or obligations under this Agreement to any such affiliate, successor or purchaser. Customer will provide Supplier written notice of any such assignment, transfer, sublicense or other delegation.

Page 16 of 18

EXHIBIT 10.27+

29. Relationship of Parties

Supplier and Customer are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

30. Governing Law; Jurisdiction

This Agreement is to be construed according to the laws of the State of Michigan, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Any action or proceedings by Customer against Supplier may be brought by Customer in any court(s) having jurisdiction over Supplier or, at Customer’s option, in the court(s) having jurisdiction over Customer’s location, in which event Supplier consents to jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Supplier against Customer may be brought by Supplier only in the court(s) in the State of Michigan

31. Severability

If any term(s) of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.

32. Dispute Resolution

All disputes between the parties shall initially be referred to the individuals that Supplier and Customer have assigned to this project (the “Project Managers”). If the Project Managers are unable to resolve the dispute within [*****] (or such other date agreed upon by the Project Managers) after referral of the matter to them, the parties shall notify their respective senior management of the dispute. Upon notification to senior management, senior management may, if both parties agree, meet to resolve the dispute, but if senior management is unable to resolve the dispute then (whether or not such a meeting takes place) within [*****] of referral (or such other period as the parties may agree), the parties may agree to submit the dispute to non-binding mediation before an independent dispute resolution mediator. If the parties are thereafter unable to resolve the dispute (whether or not such a mediation takes place) within [*****] of referral (or such other period as the parties may agree), the parties may pursue other available legal and equitable remedies

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EXHIBIT 10.27+

33. Entire Agreement

This Agreement, together with the attachments, exhibits, supplements or other terms of Customer specifically referenced in this Agreement, constitutes the entire agreement between Supplier and Customer with respect to the matters contained in this Agreement and supersedes all prior oral or written representations and agreements. Except as expressly set forth hereinbelow, in the event of any conflict between the terms and conditions set forth in the body of this Agreement and the terms set forth in any of the exhibits attached hereto, the terms in the body of this Agreement will prevail. This Agreement may only be modified by a written agreement signed by an authorized representative of each of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement, in multiple counterparts, each of which shall be considered an original, on the date indicated below.



GENERAL MOTORS HOLDINGS LLC By: /s/ Tanya Skilton Name: Tanya Skilton (printed) Title: Director Purchasing Advanced Technology Date: March 7, 2017	TELENAV, INC. By: /s/ Michael Strambi Name: Michael Strambi (printed) Title: Chief Financial Officer, Telenav, Inc. Date: 2/24/17

Exhibits :

Appendix A - Supplier Contract Manager, Key Employees, Competitive Process

Statement of Work Exhibit A including Data Map dated [*****]

Service Levels Exhibit B

Pricing and Compensation Exhibit C

SOW BPO G001 GM Governance Model Exhibit D

Third Party Agreements Exhibit E

Insurance Exhibit F

Third Party Information Security Requirements Exhibit G

Standard Security Questionnaire Exhibit G-1

Vehicle Services Cybersecurity Requirements for Third Parties Exhibit H

Custody and Processing of Personal Information Exhibit I

Supplier Travel Expense Policy Exhibit J

Page 18 of 18

EXHIBIT 10.27+

Appendix A

Supplier Contract Manager, Key Employees, Competitive Process

Section A. Supplier Contract Manager



Position/Person	Name	Initial Commitment	Percentage of Commitment
Supplier Account Executive	[*****]	1 year	100%

Section B: Key Employees



Key Employee Name	Role

EXHIBIT 10.27+

Exhibit A

Statement of Work

[*****]

EXHIBIT 10.27+

Service Levels Exhibit B


1.	Definitions


a.	Availability: The percentage resulting from the following calculation:

[1-(Down Time/Total Time)] x 100

Availability percentage shall be expressed to [*****] with the [*****] rounded up or down to the nearest [*****] of a [*****] .


b.	Down Time: The number of [***] the Service is not operational during a [***] and excludes scheduled downtime.


c.	Hours of Operation: 24 hours a day and 365 days a year.


d.	Scheduled Down Time: The number of [*****] of down time incurred during scheduled maintenance.


e.	Scheduled Maintenance: The number of [*****] of maintenance that is scheduled in advance. Scheduled Down Time shall occur within the Scheduled Maintenance window. Any down time outside of the maintenance window will be counted against the availability calculations.


f.	Total Time: The total number of [***] in a given [***] .


2.	[***] Availability Performance Commitment: Telenav will ensure that the Service maintains a [*] Availability of [***]


3.	Service Latency

Telenav will use [*****] efforts to fulfill end user requests for Services in accordance with the Table below for each [*****]. This includes delivery of all bytes of the response (content plus protocol overhead) that Telenav controls. Latency shall be defined to apply only to the interval pertaining to [*****] and [*****] within the [*****] .



[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

These requirements are specific to the portion of [*****] incurred within Telenav’s span of control within [*****] and will be measured from the [*****] nearest to Telenav’s [*****]. The latency introduced by the LTE network, and other elements of the wireless network are excluded from the latency measurements described above. For clarity, the parties agree not to include [*****] which is subject to too many variables.

EXHIBIT 10.27+

Exhibit C

Pricing and Compensation

Relating to [*****] Services

[*****] Pricing : Pricing for Services to be delivered to Customer vehicles for [*****] shall be based on the purchase contracts entered into between Customer and Supplier under the Product 1 Terms and modifications thereto using Customer’s [*****] and shall be subject to the terms of this Agreement.

[*****] License Fees for [*****] not to exceed :



	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

Pricing for [*****] and [*****] Customer vehicles, including [*****] and [*****] for both[*****]and [*****], are subject to negotiation and mutual written agreement of the Parties.

License Fee Reporting :

On or before the [*****] of each [*****], Customer shall prepare and submit to Supplier a written report with:


•	[*****] detail


•	[*****] by

EXHIBIT 10.27+

GM Governance Model Exhibit D

[*****]

Third Party Agreements Exhibit E

[*****]

Insurance Exhibit F

[*****]

Third Party Information Security Requirements Exhibit G

[*****]

Standard Security Questionnaire Exhibit G-1

[*****]

Vehicle Services Cybersecurity Requirements for Third Parties Exhibit H

[*****]

Custody and Processing of Personal Information Exhibit I

[*****]

Supplier Travel Expense Policy Exhibit J

[*****]

EXHIBIT 10.27.1+

AMENDMENT NO. 1 TO SERVICES AGREEMENT

This Amendment No. 1 (“Amendment”) is made on May 22, 2018 (“Amendment Effective Date”) to the Services Agreement by and between Telenav, Inc. (“Supplier”) and General Motors Holdings, LLC (“Customer”) effective February 1, 2017 (the “Agreement”). Supplier and Customer are each referred to herein as a “Party” and, collectively, as the “Parties.”

Supplier and Customer wish to amend the Agreement to reflect pricing for the Services for [*****] and [*****], to clarify certain rights and responsibilities of the Parties, and to include other conforming changes as reflected in this Amendment.

Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement. In the event of a conflict between any term of this Amendment and the Agreement, the terms of this Amendment shall control.

In consideration of the covenants and agreements set forth herein and for other good and valuable consideration received and acknowledged, the Parties agree as follows:

AGREEMENT

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.”

Item 2. Exhibit A, Statement of Work, is hereby amended to include the following text at the end of bulleted paragraph labelled [*****]:

“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.

Amendment 1 to Services Agreement

“[*****] 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 [*****].

Amendment 1 to Services Agreement (2018)



[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]		[*****]

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.”

Item 4. Exhibit C, Pricing and Compensation, is deleted in its entirety and replaced with the Exhibit C attached hereto as Appendix A.

Amendment 1 to Services Agreement (2018)

Item 5. Any provision of the Agreement not specifically modified by this Amendment shall remain in full force and effect.

In Witness Whereof, the parties have caused this Amendment to be signed below by their duly authorized representatives as of the Amendment Effective Date set forth above.

Telenav, Inc. General Motors Holdings, LLC

By: /s/ Michael Strambi By: /s/ Santiago A. Chamorro

Name: Michael Strambi Name: Santiago A. Chamorro

Title: Chief Financial Officer Title: VP, GCCX

Date: 9/11/18 Date: 7/30/2018

Appendix A: Exhibit C - Pricing and Compensation

Amendment 1 to Services Agreement (2018)

Exhibit C

Appendix A

Pricing and Compensation

[*****] Pricing : Pricing for Services to be delivered to Customer vehicles during [*****]s is based on purchase contracts between Customer and Supplier under the Product 1 Terms and any modifications to the Product 1 Terms under [*****] process, and shall be subject to the terms of this Agreement.

[*****] License Fees for [*****]:



[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

[*****] License Fees for [*****]

[*****]

[*****] Report of Connected Nav Subscriptions

On or before the [*****] of each [*****], Customer shall deliver a written report reflecting:


1.	New subscriptions commenced during the [***], sorted by [*] and [*] of subscription ([***])

2. [*****] subscriptions continued from the previously reported [*****]


3.	Authorized Cancellations during the previous [*****]

[*****] Report of [*****]

On or before the [*****] following the [*****] of each [*****], Supplier shall deliver a written report reflecting values accrued during the [*****] for:


1.	[***], including an indication of [*] by any [*] that exceeded the [*] for such [***].


2.	[***], meaning [*] by [***] using Connected Nav Services.

Amendment 1 to Services Agreement

EXHIBIT 10.27.2+

SERVICES AGREEMENT

This Services Agreement (“Agreement”), effective as of June 13, 2014, (“Effective Date”) is entered into by and between:

General Motors Holdings LLC (Customer)

and

Telenav, Inc. (Supplier)

Agreement

1. Statement of Work; Service Levels

Supplier agrees to provide the services (the “Services”) described in the Statement of Work attached as the Statement of Work Exhibit at the service levels described in the Service Levels Exhibit , and in accordance with the terms of this Agreement. Services will be performed by competent, properly trained and licensed personnel, and will be of professional quality, consistent with generally accepted industry standards for the performance of such services. Supplier shall ensure that it has all necessary resources to provide the Services at the Service Levels. Supplier agrees that Customer is entitled to obtain and use the Services for Customer benefit and for the benefit of Customer’s Affiliates. Customer’s Affiliates and their respective employees are entitled to use the Services in accordance with this Agreement and have and are entitled to all rights, benefits, and protections granted to Customer pursuant to this Agreement with respect to such Services. Customer is responsible for compliance by Customer Affiliates with the terms and condition set forth in this Agreement. “Customer Affiliates” as used herein means any company or entity in which Customer owns (directly or indirectly) at least five percent (5%) of the voting stock.

2. Deliverables; Rights

EXHIBIT 10.27.2+

the property of Supplier or its subcontractor and, except for the license granted to Customer in the preceding sentence, Customer will acquire no interest or right in such property.

In the event an injunction is sought or obtained against use of the any Deliverables or in Customer’s opinion is likely to be sought or obtained, Supplier will promptly, at its option and expense, either (A) procure for Customers and assignees of this Agreement, the right to continue to use the infringing Deliverables, or (B) replace or modify the infringing Deliverables to make its use non-infringing while being capable of performing the same function without degradation of performance and without interference to end users. Supplier will have no indemnity obligation under this section if the claim(s) of infringement is based upon (i) a modification of the Deliverables made solely by Customer, a Customer Affiliate, or a third party service provider without any direction or control of Supplier or any knowledge of this intended use of the Deliverable; (ii) the continued use of the Deliverables by Customer or a Customer Affiliate for greater than a reasonable period of time after a non-infringing alternative with no loss of functionality has been made available by Supplier for installation at Supplier’s sole expense and without any interference to end users unless first approved in writing by Customer; (iii) use of the Deliverables in violation of the terms of this Agreement; or (iv) the use of the Deliverables (other than an intended use known to Supplier) in combination with other software or data, provided that the Deliverables are not any cause of a claim.

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EXHIBIT 10.27.2+

3. Compensation; Payment; Taxes

A. Compensation

B. Payment

C. Taxes

(i). Tax Assessed on Supplier. Supplier shall be responsible for all taxes assessed on Supplier’s income and/or gross receipts (such as the Ohio Commercial Activity Tax), net profit or loss, capital, franchise, or any derivative thereof with no recovery from Customer for any such taxes. In the event a jurisdiction requires Customer to withhold tax from Customer’s payment to Supplier, Customer shall provide Supplier with appropriate documentation, and Supplier shall apply the tax withholding as a payment by Customer to Supplier. Customer shall not “gross-up” any payment for withheld taxes.

(ii). Tax Assessed on Customer. Customer shall be responsible for [*****] (“[*****]”) assessed or levied on Customer, pursuant to local applicable tax law, in relation to the provision of the Services and/or charges under this Agreement, provided that [*****], Customer shall be responsible [*****]. Customer shall not be responsible for [*****] . Supplier shall be responsible for [*****]. Supplier shall use reasonable efforts to [*****]. Supplier shall [*****]. Supplier will not [*****]. Supplier agrees to [*****].

(iii). Real and Personal Property Tax. Customer and Supplier each shall bear sole responsibility for all taxes, assessments and other property-related levies on its owned or leased real property.

(iv). Cooperation. The parties shall work together to generate tax efficiencies and to minimize all taxes associated with the performance of the Agreement and Supplier should structure its contracts, and invoices, such that services performed within, or goods procured within, a given jurisdiction should be directly billed to the Customer Affiliate that is the recipient of these products and/or Services.

(v). Local Participation Agreement. Upon the request of Customer or a Customer affiliate, Supplier shall enter into a local participation agreement with Customer or a Customer affiliate.

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EXHIBIT 10.27.2+

Supplier shall provide separate invoicing to Customer and Customer Affiliate as directed in the local participation agreement and Supplier shall accept separate payment from Customer and Customer affiliate. Such local participation agreement may be modified by applicable local tax laws and/or legal requirements where necessary to comply with local laws.

(vi). Penalty and Interest Indemnity. Supplier agrees to pay and to hold Customer harmless against any penalty or interest that may be assessed or levied as a result of the failure or delay of Supplier to file any return or information required by law, rule or regulation.

4. Change Control

5. Confidentiality

For purpose of this Section 5, Customer’s Information means all information (oral or written) and documents and data (in any medium) that have been furnished to Supplier by Customer, or have been developed or collected by Supplier in connection with the Services, including, but not limited to, all end user data collected by Supplier and “Personally Identifiable Data,” as defined in Section 6. Customer is willing to disclose Customer’s Information and to permit Supplier to collect or develop Customer’s Information only with the understanding that Supplier will maintain its confidentiality and will otherwise comply with all provisions of this Agreement. Supplier

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EXHIBIT 10.27.2+

acknowledges that Customer's Information is being disclosed to Supplier for the sole purpose of permitting Supplier to perform the Services, and agrees that it will not use or disclose Customer’s Information for any other purpose. In addition, Supplier agrees that, except as may be required by law, it will not disclose, disseminate or otherwise make available Customer's Information to anyone, other than to those employees who have a need to know it in order for Supplier to fulfill its obligations under this Agreement, without the prior written agreement of Customer.

Supplier will not transfer Customer Information to any subsequent tier supplier unless there is a legal basis for such transfer under applicable laws. By way of example and not limitation, Customer Information originating from a European Union country shall not be transferred to a subsequent tier supplier unless such subsequent tier supplier is located in a country deemed to have “adequate” data protection laws or is otherwise permitted to have European Union source data transferred to it. (See also, Section 26.)

Supplier shall provide for the physical, managerial and electronic security of Customer’s Information such that Customer’s Information is reasonably maintained and secured, ensuring it is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission and storage. Should any unauthorized breach occur, Supplier shall notify Customer as soon as reasonably practicable, but no later than [*****] after Supplier becomes aware of such breach

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EXHIBIT 10.27.2+

For the avoidance of doubt neither Customer nor Supplier shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature.

6. Supplier’s Collection and Handling of Personally Identifiable Data

Customer has privacy statements (“Privacy Statements”) in place that explain to third parties, such as customers, potential customers and employees, how Customer handles their “Personally Identifiable Data,” that is, any individually identifiable data from or about a person or data which, when associated with other data in the hands of or available to Supplier, allows for either identification of an individual or for an increase in data about an identified or identifiable individual. Personally Identifiable Data shall include, but not be limited to: [*****].

Supplier shall treat the Personally Identifiable Data as Customer’s Information under Section 5. In addition, Supplier recognizes that certain laws that may be applicable allow Data Subjects (i.e. any individual to whom Personally Identifiable Data relates) the right to access, correct or have deleted certain Personally Identifiable Data, as well as to make and change certain choices with respect to

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EXHIBIT 10.27.2+

the permissible use or disclosure of Personally Identifiable Data. To ensure that requests from Data Subjects are expeditiously handled, Supplier agrees that any such request for access, change, deletion, correction, or choice modification of Personally Identifiable Data made by or through Customer, or made pursuant to procedures established by Customer, be effected in a manner which will result in completion of the action in a period no longer than [*****] from the date upon which the action is requested of Customer, inclusive of any time required by Supplier’s subcontractors. Supplier shall notify Customer as soon as reasonably practicable, generally within [*****] (but not later than [*****]), after Supplier receives any request from a third party to access, correct, have deleted or change choices with respect to Personally Identifiable Data.

Supplier shall name a person responsible for all Customer Information in its possession or under its control and for ensuring that the terms of this Agreement with respect to Customer Information are fully complied with.

Upon Customer’s request, Supplier shall certify in writing its compliance with the foregoing. In addition, Supplier shall allow the audit of its obligations under this Agreement by Customer or its authorized representative.

Supplier further agrees to cooperate fully with Customer in connection with any investigations, audits or information requests that may be made in connection with applicable laws.

7. Third Party Agreements; Subcontracting

Supplier shall be responsible for: (i) notifying Customer of any performance obligations, and maintaining any warranties, under the Third Party Agreements; (ii) interfacing with the supplier, including problem resolution in respect of the services provided under the Third Party Agreements; and (iii) providing Customer reasonable notice of any renewal, termination or cancellation dates and charges in respect of the Third Party Agreements. At Supplier's request and with Customer's written consent, Supplier shall, to the extent permitted by the Third Party Agreement, modify, terminate or cancel the Third Party Agreement. Any modification, termination or cancellation charges or charges imposed upon Supplier in connection with any such modification, termination or cancellation shall be borne by Supplier.

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EXHIBIT 10.27.2+

by Customer, Supplier shall participate in any co-sourcing process and shall provide all necessary support, at no charge to Customer.

8. Continuous Improvement and Best Practices

9. Competitive Assessment - Benchmarking Procedure

Customer shall have the right, at any time, at its cost, to benchmark any of the Services to ensure that the Services, including Services provided by third party suppliers, are competitive with respect to price, quality, service, performance standards, and technology. Customer shall consult with Supplier in advance concerning the definition and specifications of each Service provided by Supplier which Customer desires to subject to the benchmarking process, but Customer shall make the final decision on such definition and specifications. Supplier shall, at Customer's request, prepare and provide, or cooperate with Customer's reasonable requests, in the preparation of comparative competitive information. If the results of the benchmark show, in Customer's reasonable judgment, that Services provided by Supplier are not competitive with respect to price, quality, service, performance standards and technology, then Customer shall provide Supplier with a copy of the benchmark results.

Upon receipt of the benchmarking results, Supplier shall be given a [*****] period (or such other period as may be agreed in writing) to review the results and discuss with Customer any disagreement with the benchmark results. At the end of such review period Supplier shall be given the opportunity to propose a plan to address any/all of the benchmark results that Supplier agrees show Supplier to not be competitive. Such plan will be delivered to Customer within [*****] of the end of the review period specified above or such other period as shall be agreed between by Customer and Supplier in writing. Customer must accept or reject the plan within [*****] of receipt. If Customer accepts the plan, Supplier must implement the plan in strict accordance with its terms. If (i) Customer rejects the plan, or (ii) Customer accepts the plan and Supplier fails to deliver in line with the plan, then Customer, at its option, may immediately terminate the Services pursuant to Section 16(B).

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EXHIBIT 10.27.2+

10. Exclusive Services; Key Employees; Supplier’s Personnel at Customer Sites

Supplier shall not reassign or replace any Key Employee for [*****] after his or her designation as a Key Employee, or with respect to Key Employees who are identified by the Customer Project Manager as important to a particular project, prior to the time that such project is completed to the reasonable satisfaction of Customer, except for the reasons set forth below: (i) replacement or reassignment of a Key Employee pursuant to Customer's written consent to such reassignment; (ii) Key Employee's voluntary resignation from Supplier; (iii) dismissal of Key Employee by Supplier for misconduct (e.g. fraud, drug abuse, theft); or (iv) inability of Key Employee to work due to sickness or disability. Other than for the reasons specified in the immediately preceding sentence, Supplier may only replace or reassign a Key Employee after [*****] notice to Customer. If Supplier replaces or reassigns a Key Employee in violation of this provision, in addition to whatever rights and remedies Customer may otherwise have, Supplier shall be responsible: (i) for replacing such Key Employee within [*****] of the last day of such Key Employee's employment with Supplier; and (ii) for training such Key Employee's replacement at Supplier's sole expense.

11. Information Gathering Practices; Ethical Representation

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“[*****]”

Supplier further agrees that in the performance of Services under this Agreement Supplier’s actions shall not in any manner be contrary or detrimental to the best interests of Customer or its affiliated companies, and that Customer shall be the sole judge of all such actions. In performing Services Supplier shall not take any action in violation of the U.S. Foreign Corrupt Practices Act and shall make no payment or transfer anything of value, directly or indirectly, to any employee or a government or instrumentality thereof, international organization, political party or official or candidate thereof, to influence any decision to obtain or retain business or secure other advantage. Supplier shall inform Customer of any laws in the nature of lobbying registration or disclosure which may be found to apply to the Services, and assist Customer in its consideration of and compliance with any such requirements.

12. Malicious Software.

13. [*****] and [*****] ;

Attached as [*****] are Customer’s [*****] with respect to [*****] and [*****] when Services or Deliverables include the [*****] or [*****] of [*****] or [*****]. Also attached are [*****] and [*****], which set forth Customer’s [*****] when [*****] is licensed to Customer as part of the Services under the Service Contract and when [*****] will be provided to Customer as part of the Services under the Service Contract respectively.

14. Force Majeure.

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its schedules to Supplier by such quantities, without liability to Supplier, or have Supplier provide the goods and services from other sources in quantities and at times requested by Customer, and at the price set forth in this Agreement. In addition, Supplier at its expense shall take such actions as are necessary to ensure the supply of goods and services to Customer for a period of at least [*****]during any anticipated labor disruption or resulting from the expiration of Supplier’s labor contract(s). If requested by Customer, Supplier shall, within [*****], provide adequate assurances that the delay shall not exceed [*****]. If the delay lasts more than [*****]or Supplier does not provide adequate assurance that the delay will cease within [*****], Customer may immediately terminate this Agreement without liability.

15. Term

Unless earlier terminated as provided in Sections 16 and 17, this Agreement is effective as of the date of the last signature below, and will have an initial term ending on [*****]. The foregoing notwithstanding, this Agreement may be terminated as provided in Section [*****].

16. Termination for Insolvency; Breach or Nonperformance

A. Insolvency

B. Termination for Breach or Nonperformance; Sale of Assets or Change in Control.

17. Termination for Convenience

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this Agreement. Within [*****] from the effective date of termination, Supplier shall submit a comprehensive termination claim to Customer, with sufficient supporting data to permit Customer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Customer shall request. Customer or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of Supplier.

18. Termination Assistance


B	If requested by Customer, Supplier shall assist Customer in developing a plan that shall specify the tasks to be performed by the parties in connection with the Termination Assistance Services and the schedule for the performance of such tasks.


C	Supplier shall provide the Termination Assistance Services for a period of up to [*****] from the date of termination of this Agreement (the "Termination Assistance Period"), at prices no worse to Customer than those for comparable services prior to termination.


D	Upon request from Customer to the extent permitted by third party contracts, Supplier shall do the following:


(i)	Supplier shall make available any hardware owned or leased by Supplier dedicated to the performance of the Services (“Supplier Hardware”) by allowing Customer or its designee to (a) purchase any Supplier Hardware, at net book value; and/or (b) assume the lease of any Supplier Hardware leased by Supplier.


(ii)	Supplier shall transfer or assign, upon Customer's request, any third party contracts applicable to the Services for maintenance, disaster recovery services or other necessary third party services being used by Supplier and dedicated to the

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performance of the Services, to Customer or its designee, on terms and conditions acceptable to all applicable parties.


(iii)	Supplier shall license to Customer, or assist Customer in obtaining a license to, software then being used by Supplier in providing the Services.


E	Supplier shall provide to Customer, in the form and with the content requested by Customer, inventories of the hardware and software used in connection with the provision of the Termination Assistance Services as needed.


F	Upon request from Customer, Supplier will allow Customer to offer employment to and to hire all non-managerial Supplier employees who have been dedicated to performing the Services.


G	Supplier acknowledges and agrees that it shall have an absolute and unconditional obligation to provide Customer with Termination Assistance Services and Supplier's quality and level of performance during the Termination Assistance Period shall continue to comply with all requirements of this Agreement.

19. Indemnification

20. Insurance

During the term of this Agreement, Supplier will maintain policies of insurance in the types and amounts set forth in the Insurance Exhibit . All such insurance policies will be issued by reputable

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insurance companies rated “[*****]” or better by [*****] . If such policies do not contain a [*****] of [*****] provision, they will be [*****] to provide [*****] .

21. Right to Audit

22. Notices.

Except as otherwise specifically provided for in this Agreement, all notices required or permitted to be given by either party under or in connection with this Agreement will be in writing and will be deemed duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or by prepaid recognized overnight delivery service, or by facsimile confirmed by letter, to the other party at the address set forth below, or such other address as may be requested by either party by like notice:

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If to Supplier:	Telenav, Inc. 100 Galleria Officentre, Suite 428 Southfield, MI 48034 Attention: [*****]
With a copy to:	Telenav, Inc. 950 De Guigne Drive Sunnyvale, CA 94085 Attention: General Counsel Facsimile: [*****]

If to Customer:	General Motors Holdings LLC 400 Renaissance Center P.O. Box 400 Detroit, MI 48265-4000 Attention: [***] [*] Facsimile: [***]
With a copy to:	General Motors Holdings LLC 400 Renaissance Center P.O. Box 400 Detroit, MI 48265-4000 Attention : Office of General Counsel [***] Facsimile: [***]

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23. Remedies; Limitation of Liability

The rights and remedies reserved to a party in this Agreement shall be cumulative with, and additional to, all other or further remedies provided to a party in law or equity. Subject to the exclusions set forth below, neither Customer nor the Supplier shall be liable to the other for any [*****] arising out of or relating to this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise, for events, acts or omissions in an [*****] amount in [*****] of [*****] the [*****], and subject to the exclusions set forth below, neither party shall be liable to the other party for [*****] (including [*****] or [*****]) or other [*****] that arise out of or are related to performance under this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise.

The exclusions of liability set forth above are not applicable to: (i) either party’s liability resulting from bodily injury or death or from damage to any real or personal property, (ii) either party’s indemnity obligation, including but not limited to the intellectual property or proprietary rights indemnity, as set forth in this Agreement, (iii) any breach of confidentiality obligations undertaken in Sections 5 and 6 of this Agreement, (iv) any breach or violation of a party’s intellectual property or proprietary rights, (v) liability resulting from a party’s [*****] or [*****] or [*****].

24. Setoff/Recoupment

25. No Advertising

26. Compliance With Laws; Employment/Business Practices

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expenses (including attorney’s or other professional fees) arising from or relating to Supplier’s noncompliance.

27. No Implied Waiver

28. Assignment

29. Relationship of Parties

30. Governing Law; Jurisdiction

31. Severability

32. Dispute Resolution

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meet to resolve the dispute, but if senior management is unable to resolve the dispute then (whether or not such a meeting takes place) within [*****] of referral (or such other period as the parties may agree), the parties may agree to submit the dispute to non-binding mediation before an independent dispute resolution mediator. If the parties are thereafter unable to resolve the dispute (whether or not such a mediation takes place) within [*****] of referral (or such other period as the parties may agree), the parties may pursue other available legal and equitable remedies

33. Entire Agreement

This Agreement, together with the attachments, exhibits, supplements or other terms of Customer specifically referenced in this Agreement, constitutes the entire agreement between Supplier and Customer with respect to the matters contained in this Agreement and supersedes all prior oral or written representations and agreements. Except as expressly set forth hereinbelow, in the event of any conflict between the terms and conditions set forth in the body of this Agreement and the terms set forth in any of the exhibits attached hereto, the terms in the body of this Agreement will prevail. The foregoing notwithstanding, in the event of any conflict between the terms and conditions set forth in the body of this Agreement and the terms set forth in the Data License Agreement Exhibit or the Software Service License Agreement Exhibit, the terms in those exhibits will prevail. This Agreement may only be modified by a written agreement signed by an authorized representative of each of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement, in multiple counterparts, each of which shall be considered an original, on the date indicated below.



GENERAL MOTORS HOLDINGS LLC By: /s/ Thomas C. Heslip Name: Thomas C. Heslip (printed) Title: Senior Buyer Date: June 13, 2014	TELENAV, INC. By: /s/ Loren E. Hillberg Name: Loren E. Hillberg (printed) Title: General Counsel Date: June 12, 2014

Exhibits :

Statement of Work Exhibit

Service Levels Exhibit

Pricing and Compensation Exhibit

SOW BPO G001 GM Governance Model Exhibit

Third Party Agreements Exhibit

SOW BPO G002 ISP&C Exhibit

Data License Agreement Exhibit

Software Service License Agreement Exhibit

Insurance Exhibit

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Statement of Work Exhibit

See Data License Agreement and Exhibits

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Service Levels Exhibit

See Data License Agreement and Exhibits

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Pricing and Compensation Exhibit

See Data License Agreement and Exhibits

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Appendix A

Supplier Contract Manager, Key Employees, Competitive Process

Section A. Supplier Contract Manager



Position/Person	Name	Initial Commitment	Percentage of Commitment
Supplier Account Executive	[*****]	1 year	100%
Supplier Contract Manager	[*****]	1 year	100%
Supplier Project Executive	[*****]	1 year	100%

Section B: Key Employees



Key Employee Name	Role



Subcontractor Key Employee Name	Role

Section C. Competitive Process

{Identify here}

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GENERAL MOTORS HOLDINGS LLC

SOW BPO G001:

GM Governance Model

THE INFORMATION IN THIS DOCUMENT IS PRIVILEGED & CONFIDENTIAL. IT IS INTENDED SOLELY FOR THE USE OF AUTHORIZED RECIPIENTS. IF YOU ARE NOT THE INTENDED RECIPIENT, OR THE INTENDED RECIPIENT’S AGENT, YOU ARE PROHIBITED FROM READING, USING, DISSEMINATING, DISTRIBUTING AND/OR COPYING THIS DOCUMENT.

EXHIBIT 10.27.2+

[*****]

GM Confidential

EXHIBIT 10.27.2+

GENERAL MOTORS HOLDINGS LLC

SOW BPO G002:

ISP&C

Information Security Policy

Version 6/30/2011

Information Security Controls

Version 6/30/2011

THE INFORMATION IN THIS DOCUMENT IS CLASSIFIED AS GM INFORMATION. IT IS INTENDED SOLELY FOR THE USE OF AUTHORIZED RECIPIENTS. IF YOU ARE NOT THE INTENDED RECIPIENT, OR THE INTENDED RECIPIENT’S AGENT, YOU ARE PROHIBITED FROM READING, USING, DISSEMINATING, DISTRIBUTING AND/OR COPYING THIS DOCUMENT.

Template Date 8/9/2011

EXHIBIT 10.27.2+

[*****]

EXHIBIT 10.27.2+

DATA LICENSE AGREEMENT & SERVICES

THIS DATA LICENSE AGREEMENT ("Agreement") is made and entered into this ___ day of _______________, 20___ (hereinafter the “Effective Date”), by and between Telenav, Inc. (hereinafter "Licensor"), a corporation duly organized and existing under the laws of the State of Delaware, and General Motors Holdings, LLC (hereinafter "Licensee" or "GM"), a limited liability company duly organized and existing under the laws of the State of Delaware.

WHEREAS, Licensor is the proprietor of data, which Licensee desires to use, and

WHEREAS, Licensee is willing to accept a license of such data and related services on the terms and conditions hereof:

NOW THEREFORE, in consideration of the premises, as well as the mutual obligations herein made and undertaken, the parties, intending to be legally bound, do hereby covenant and agree as follows:

Section 1

DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:


1.1	"Documentation" shall mean user manuals, training materials, product descriptions and specifications, technical manuals and supporting materials, and other printed information relating to the Licensed Data, whether distributed in print, electronic, or video format in effect as of the date of the applicable Purchase Order.

1.2

"Licensed Data" shall mean the data specified in Exhibit A, Statement of Work and all of its attachments and any accompanying software which is used to manipulate, analyze or view the data, and any enhancements, modifications, updates or releases relating thereto, provided or to be provided by Licensor pursuant to this License, including without limitation any Licensor-provided applications, programs, services and/or APIs.


1.3	“GM Data” shall mean data that is owned by GM and provided to Licensor for use with the Licensed Data or for incorporation into the Licensed Data.


1.4	“Services” shall mean the work that will be performed by Licensor for GM as set forth in the Statement of Work and the Service Level Agreement.


1.5	“Service Levels” shall mean the levels that Licensor shall provide the Services to GM which shall be performed in a professional and workmanlike manner consistent with highest industry standard for the performance of such Services as set forth in the Service Level Agreement attached hereto as Exhibit B.


1.6	“Statement of Work” shall mean a detailed description of Services Licensor will perform and the description of the Licensed Data, any work product, and other materials that Licensor will deliver to GM (the “Deliverables”), the time when the Deliverables will be provided and the estimated time and charges for each segment of the work as set forth in Exhibit A attached hereto.

Section 2

GRANT OF LICENSE

2.1

Documentation & Media . Licensor shall provide GM with the Licensed Data specified in the Purchase Order and one (1) copy of the Documentation per installation. Licensee may retain one copy of the Licensed Data for Licensee’s internal testing purpose only. The test copy will be displayed only to authorized personnel of Licensee, and will not be available for commercial access or any other internal use. Licensor grants to GM permission to duplicate all Documentation for GM's internal use.

2.2

Acceptance of Licensed Data . Licensee shall accept the Licensed Data on the date (the "Acceptance Date") when all necessary Documentation has been received and the Licensed Data performs in accordance with and/or conforms to its Applicable Specifications. In the event Licensed Data does not so perform, Licensee may (i) continue to test the Licensed Data with the assistance of Licensor, or (ii) return the Licensed Data and D

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ocumentation to Licensor, at Licensor's expense and without liability to Licensor, and any amounts paid by Licensee for the Licensed Data and Documentation shall be refunded by Licensor to Licensee.

2.3

Grant of License . Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor a worldwide, nonexclusive, and except as provided herein, an irrevocable license to use, reformat, reproduce, display and incorporate the Licensed Data for the territories listed in the Statement of Work into a service/application (a “License”) as further defined below and in the Statement of Work. Such License shall survive expiration and termination of this Agreement as necessary to support vehicles and services used in conjunction with vehicles for which the Licensed Data was utilized during the term of this Agreement, for a period of [*****] following the [*****] date for vehicles in a [*****]. Subject to the terms below, such license grant shall include rights for Licensee’s Third Party Service Providers (as described more fully in Section 12.2 below) and the right for Licensee to sublicense the License to application developers whose use of the Licensed Data has been approved in advance by Licensee pursuant to Licensee’s certification process (“Licensee’s Approved Application Developers”).

(a) By way of clarification, Licensee and Licensee’s Approved Application Developers may use the Licensed Data as part of a [*****] application to provide Map & Route Functionality (as defined herein) to Licensee’s end users with a Map & Route subscription. Each such subscription will be associated with a [*****] Licensee vehicle (per VIN) and will entitle the vehicle owner (up to [*****]) access to one or more Map & Route applications via PC, mobile, tablet or vehicle devices, where “Map & Route Functionality” means the following set of functionality:


•	POI/Address search (including geocoding and reverse geocoding)


•	Map display (including panning and zooming) to depict:


o	One or more locations or POIs on a map


o	Route display on a HERE map


o	Traffic flow and other traffic-related data/information and Safety Camera display on a HERE map or along a route


o	Licensee or third party data layers (does not include core map content) including but not limited to Licensee Dealerships, Weather, POIs, Parking, vehicle location, and RDS-TMC traffic


•	Non-turn by turn (“TBT”) text driving directions from a single point of origin to any single destination, including routing to multiple destinations as waypoints


•	Estimation of initial travel time and/or distance for a route


•	Sending of single POI (name, address and lat/long) to other applications that use a [*****] map as part of an end user’s destination selection


•	Sending of single POI (only [***] and [*]) to other applications that do not use a [*] map as part of an end user’s destination selection; provided that only the [*] (no [***]) may be sent to mobile or smartphone applications.


•	Sending of routes (collection of Geocoded waypoints) to other Licensee applications, including [***] and [***]

Map & Route Functionality shall not include:


•	[*****]


•	[***] of [*] with an end user’s position, including any [*] indicating [***] along a route


•	[***] or [***] of driving directions


•	[***] of vehicle position [*] a [*] or [*] [*] a [***]

•

Additional Excluded Applications: (i) [*****]; (ii) [*****] vehicle applications (provided, however that [*****] by Licensee subscribers in [*****] vehicles is permissible); or (iii) [*****] (an application that [*****] and [*****] and [*****] data to assist in [*****] and [*****] relevant [*****] and making [*****], including, without limitation: (a) [*****] analysis and segmentation, (b) [*****] and analysis, (c) [*****] analysis and definition or (d) [*****] selection). For clarification purposes, [*****] does not exclude [*****] promotions or advertising based on [*****].


•	[***] (“[***]”)


•	[***] of [*] (collection of [*]) to applications that do not use [***] map data


•	[***] of [*] in application that does not use [*] map data, with the exception of [*] profile (up to maximum [***])

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•	[***] of [***] to other applications


•	[***] of [*] to other applications for purposes other than an end user’s personal use (including for improving errors or missing data in [***] maps)


•	[***] of road [***] to other applications


•	[***] of [*] and any other [*] (other than [*] and [*]) to other applications that do not use [***] map data


•	[***] of [*] to [*] and [*] applications that do not use [***] map data

•

Except as expressly provided herein, [*****] third party content or data with the Licensed Data and/or information or results derived from the Licensed Data that is [*****] to the [*****] specified in Exhibit 2.3(a) attached hereto and incorporated by reference herein. For purposes of clarification, the foregoing shall not prevent the [*****] of Licensee or third party content [*****] any [*****] or other utilization of Licensed Data.

(b)

Licensee and Licensee’s Approved Application Developers may not use the Licensed Data: (i) for or with [*****], [*****] or similar applications; (ii) for or with [*****] applications (i.e., an application that [*****] and [*****] and [*****] data to assist end users in [*****] and [*****] relevant [*****] and making [*****], including, without limitation: (a) [*****] analysis and segmentation, (b) [*****] and analysis, (c) [*****] analysis and definition or (d) [*****] selection); (iii) for or in connection with any systems or functions for [*****] or [*****] of vehicle [*****], including, for example, systems or functions for the [*****] of [*****] and [*****]; or (iv) in [*****] vehicle applications (provided, however, that [*****] by Licensee subscribers in [*****] vehicles is permissible).

(c)

In addition to the terms of this Section 2, Licensee agrees to incorporate the Developer Terms of Use mutually agreed upon by the parties and attached hereto as Exhibit 2.3(c)(1) to any and all of the agreements with Licensee’s Approved Application Developers and cause each Approved Application Developer to accept the Developer Terms of Use, including any third party supplier requirements and restrictions with respect to the Licensed Data contained therein. Provided, however, that where Licensee itself is acting as an application developer, Licensee shall comply with the GM as Developer Terms of Use, attached hereto as Exhibit 2.3(c)(2), including any third party supplier requirements and restrictions with respect to the Licensed Data contained therein. Licensee and Licensee’s Approved Application Service Providers shall comply with the third party supplier requirements and Licensee agrees to provide a link to the End User Terms of Use attached hereto as Exhibit 2.3(c)(3) or otherwise present such End User Terms of Use to end users in the manner mutually agreed upon by the parties. Following written notification from Licensor, Licensee shall use commercially reasonable efforts to update Exhibits 2.3(c)(1), 2.3(c)(2) and 2.3(c)(3) and include any changed or updated attributions and any changes to supplier requirements and restrictions which in Licensee’s reasonable opinion do not have a material adverse impact on the License grant or Licensee’s and its end users use of the Licensed Data.

(d)

Caching. To the extent that any such cached Destination/Waypoint data for an individual end user is stored by Licensee on servers owned or controlled by Licensee, Licensee shall purge such data from its servers within [*****] after expiration or termination of the end-user’s subscription; provided, however that in all cases, Licensee shall be allowed to store up to a maximum of [*****] Destination/Waypoints per each individual end user, solely for that end user’s personal use, on its servers. The foregoing shall survive expiration or termination of this Agreement, notwithstanding anything else to the contrary herein.


(e)	Attribution. Unless otherwise mutually agreed, Licensee and Licensee’s Approved Application Developers shall provide the Scout attribution in substantially the form set forth in the Attribution Exhibit attached hereto on maps and search results generated from applications or other implementations of the Licensed Data.

2.4

Assignment and Subcontracting . This Agreement shall be binding on the parties and their respective successors in interest and assigns, but Licensor shall not have the power to assign this Agreement without the prior written consent of GM, which shall not be unreasonably withheld . Licensor may assign the Agreement to its parent corporation without GM’s consent, so long as GM is notified in writing of such assignment. If Licensor subcontracts or delegates any of its duties or obligations of performance in this Agreement or in a Purchase Order to any third party, Licensor shall remain fully responsible for complete performance of all of Licensor's obligations set forth in this Agreement or in such Purchase Order and for any such third party's compliance with the non-disclosure and confidentiality provisions set forth in this Agreement.


2.5	Ownership of Licensed Data and Modifications . Licensee acknowledges and agrees that the Licensed Data shall be and remain the property of Licensor, and that this License grants Licensee no title or rights of o

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wnership in the Licensed Data except as set forth herein. The foregoing notwithstanding, if Licensee develops (or has developed on its behalf) software programs, data sets or other additional functionality to the Licensed Data (“Licensee Developments”), Licensee shall own all rights to such Licensee Developments and Licensor and its employees shall have no rights or interest therein. Section 3 and other sections of this Agreement notwithstanding, Licensee shall have and retain a worldwide, nonexclusive, fully-paid, irrevocable license to any Licensed Data necessary to use the Licensee Developments.

Section 3

TERM

The parties agree that the terms and conditions of this Agreement apply to the provision of Licensed Data and Services to GM by Licensor. The term of this Agreement commences on the Effective Date and the Agreement shall continue to be in effect until [*****], unless earlier terminated by Licensee.

Section 4

INDEMNITIES AND WARRANTY


4.1	Licensor hereby represents and warrants that:


(a)	Licensor has not entered into agreements or commitments which are inconsistent with or conflict with the rights granted to Licensee herein; and


(b)	the Licensed Data shall be free and clear of all liens and encumbrances, and Licensee shall he entitled to use the Licensed Data without disturbance.

4.2

If notified promptly in writing of any judicial action brought against Licensee based on an allegation that Licensee's use of the Licensed Data infringes a United States patent, copyright, trademark, mask work or any rights of a third party or constitutes misuse or misappropriation of a trade secret (Infringement), Licensor will defend such action at its own expense and will pay the costs and damages (including reasonable legal fees) awarded in any such action or the cost of settling such action. Licensor shall have control of the defense of any such action and all negotiations for its settlement or compromise, and Licensee shall timely notify Licensor in writing of any such action and provide Licensor (at Licensor’s expense) with reasonable assistance as required in assisting Licensor in defending such actions. If notified promptly in writing of any informal claim (other than a judicial action) brought against Licensee based on an allegation that Licensee's use of the Licensed Data constitutes Infringement, Licensor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Licensor shall have control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction shall be obtained against Licensee's use of the Licensed Data by reason of Infringement, or in Licensor's opinion be likely to become the subject of a claim of Infringement, Licensor may at its option and expense either


(a)	procure for Licensee the right to continue to use the Licensed Data as contemplated hereunder, or


(b)	replace or modify the Licensed Data to make its use hereunder non‑infringing while being capable of performing the same function.

If neither (a) nor (b) can be accomplished after Licensor has used its commercial best efforts to accomplish, Licensor shall refund to GM all license fees paid for the affected Licensed Data for the remaining portion of the term.

Licensee shall have the right to participate in the defense of any such claim at its own expense through counsel of its choice.

Licensor will have no indemnity obligation under this section if the claim(s) of Infringement is based upon (i) a modification of the Licensed Data made solely by GM, a GM Affiliate, or a Third Party Service Provider, or Licensee’s Approved Application Developer without any direction or control of Licensor or any knowledge of this intended use of the Licensed Data; (ii) use of the Licensed Data (other than an intended use known to Licensor) in combination with other software or data, provided that the Licensed Data are not any cause of a claim; or (iii) the continued use of the Licensed Data by GM or a GM Affiliate for greater than a reasonable period of time after a non-infringing alternative with no loss of functionality has been made available by Licensor

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for installation at Licensor’s sole expense and without any interference to end users unless first approved in writing by GM.


4.3	Limited Warranty. Licensor warrants that its Services will be performed in a professional and workmanlike manner consistent with the highest industry standards for the performance of such Services.

EXCEPT AS SET FORTH IN SECTION 4.1, THE PRECEDING IS LICENSORS ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.


4.4	The parties' obligations under this Section 4 shall survive any termination of Agreement for any reason and shall not be limited by any other provision of this Agreement.

Section 5

PAYMENT; TAXES

5.1

Payment . Licensor will invoice Licensee monthly for the amount due as set forth in Exhibit 5.1, attached hereto. Such prices and fees ("Charge(s)") and discounts, if any, shall be determined as set forth in Exhibit 5.1 or a Purchase Order issued hereunder. Subsequent charges for Licensed Data will be invoiced [*****] at the beginning of the period to which they apply. All payments shall be due and payable after Licensee's receipt of an invoice from Licensor as specified in Exhibit 5.1 or in the applicable Purchase Order. Except as otherwise set forth in this Agreement, any undisputed sum due to Licensor pursuant to this Agreement shall be payable on the date established by GM’s [*****] ([*****]), which provides, [*****], that payment shall be made on the [*****] of the [*****] after receipt by GM of a correct invoice from Licensor.


5.2	Taxes . Unless Licensee provides Licensor with a valid tax exemption number or as otherwise provided herein, Licensee shall pay directly or reimburse Licensor for all taxes, assessments, permits and fees, however designated, which are levied upon this License or the Licensed Data and Services, or their use, excluding franchise taxes and taxes based upon Licensor's net income.

5.3

Assignment of Right to Issue Purchase Orders . GM may from time to time assign its right to issue Purchase Orders pursuant to this Agreement to a third party. In such event, all warranty provisions of this Agreement shall extend to GM as if GM were the original purchaser. Licensor acknowledges and agrees that any third party authorized by GM to issue Purchase Orders for GM shall have no responsibility or liability to Licensor for the Licensed Software and Documentation set forth on the Purchase Order.

Section 6

NO ALTERATION OR IMPAIRMENT OF LICENSED DATA

Licensee shall preserve the Licensed Data free from any liens, encumbrances, and claims of any individual or entity. Licensee shall not use or permit the use of the Licensed Data in any manner likely to cause damage to any portion of it.

Section 7

PROPRIETARY INFORMATION AND PROTECTION OF MATERIALS

7.1

(a) Licensor agrees not to disclose, use, reproduce, publish, release, transfer, translate, copy, or make available to any third party, or use for the benefit of any third party, all or any portion of any documents, books, manuals, computer reports, GM Data, or information of any kind received from Licensee pursuant to this License and designated proprietary by Licensee ("Licensee Proprietary Information") for a period of [*****] from the receipt of the Licensee Proprietary Information.

(b) If GM Data or information received by Licensor from Licensee is Personally Identifiable Data as defined in Exhibit 7.1(b) attached hereto, Licensor agrees that Licensee is willing to disclose Personally Identifiable Data only with the understanding that Licensor will maintain its confidentiality in the manner set forth in Exhibit 7.1(b).

(c) Section 7.1(a) and 7.1(b) above notwithstanding, Licensor may use (i) GM Data and other information received from GM pursuant to this Agreement, which GM Data and other information is not identified as Licensee

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Proprietary Information, and (ii) non-Personally Identifiable Data that is provided by or collected from end users in the course of Licensor’s performance of its obligations under this Agreement solely for the purposes of monitoring, maintaining, developing, and improving the Services and/or complying with its obligations under this Agreement. Licensor may also disclose any such non-Personally Identifiable Data to a third party partner or vendor (who is subject to the applicable confidentiality provisions of this Agreement) solely for the third party partner’s or vendor’s use in evaluating, maintaining, developing and/or improving the Services. Upon written request from GM, Licensor shall cooperate and share such metrics, learnings and findings with GM. Licensor shall be responsible and liable for any use of such non-Personally Identifiable Data by any such third party partner or vendor.


7.2	During the term of this Agreement, GM will treat the Licensed Data and Documentation with the same degree of care and confidentiality which they provide for similar information of their own which they do not wish disclosed to the public, but not less than reasonable care.


7.3	The obligations of Licensor set forth in Section 7.1(a) and of Licensee set forth in Section 7.2, however, shall not apply to the Licensee Proprietary Information, the Licensed Data, or any portion thereof, which:


(a)	is now or hereafter rightfully becomes publicly known;


(b)	is or becomes rightfully available to the receiving party from a source other than the disclosing party;


(c)	is known by the receiving party prior to its receipt of the proprietary information;


(d)	is subsequently developed by the receiving party independently of any disclosures made hereunder by the disclosing party;


(e)	is disclosed with the disclosing party's prior written consent;


(f)	is disclosed by the disclosing party to a third party without similar nondisclosure restrictions; and


(g)	is required to be disclosed pursuant to a requirement of a government agency or law.

7.4

Information that Licensor deems confidential will be transmitted only to GM’s Project Manager in writing or a designee authorized in writing to accept such information. At the time of such transmission, GM’s Project Manager will decide (1) if GM agrees that the information is confidential, (2) if GM needs the information, and (3) if the answers to (1) and (2) are yes, what restrictions will be placed on its distribution within GM. If the answers to (1) and (2) are not yes, GM’s Project Manager will promptly notify Licensor and any information considered by Licensor to be confidential which is disclosed to GM’s Project Manager shall be promptly returned to Licensor.


7.5	Trademark and Trade Name . Licensee acknowledges that Telenav®, Telenav Scout™, and Scout™ and the Telenav and Scout logos are trade names, trademarks, or service marks of Licensor. Neither party shall use the other's trade names, trademarks, or service marks in connection with any advertising, marketing, or publicity campaign.


7.6	Proprietary Marking . GM agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Licensed Data or any Documentation.

Section 8

SUPPORT, MAINTENANCE, AND SERVICES

8.1

Licensor shall furnish a copy of the Licensed Data and Documentation within [*****] of the Effective Date of this Agreement. During the term of this Agreement, Licensor shall update the Licensed Data quarterly, at no charge to GM, said updates to be delivered to GM as specified in Exhibit A, the Statement of Work. Each update shall be in a format and containing the data elements as specified in Exhibit A, the Statement of Work, or as mutually agreed on by the Parties. Should Licensor fail to deliver such updates in a timely manner, all [*****] during the [*****] in which the update was late shall be [*****] as specified in SLA-1 Service Level Matrix.

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8.2	The support Services for the Licensed Data shall be provided by Licensor to Licensee during the applicable warranty period at [***] to Licensee and, thereafter, upon Licensee's request at [***] to be mutually agreed to by the parties.


8.3	Licensor will perform the Services in the Statement of Work at the Service Levels agreed to in Exhibit B (the “Service Level Agreement”).


8.4	All changes to the Statement of Work must be requested in writing and require mutual agreement. Changes to the Statement of Work will be incorporated through the agreed upon process for requesting changes specified in Exhibit C, Change Control Procedure.

Section 9

LIMITATION OF LIABILITY AND REMEDIES


9.1	Neither party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profit, loss of business or indirect, consequential, exemplary, or punitive damages of the other party. The foregoing shall not limit the indemnification defense and hold harmless obligations set forth in this Agreement.


9.2	The limit of either party’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to the other or to any third party concerning performance or non-performance by said party, or in any manner related to this Agreement, for any and all claims shall not in the [***] an amount equal to [***] by GM to Licensor hereunder.

9.3

The limitations or exculpations of liability set forth above shall not apply to (1) either party’s liability (a) for claims, demands, loss, damage or expense relating to bodily injury or death of any person or damage to real and/or personal property, or (b) resulting from its gross negligence or willful, wanton, or reckless misconduct; and (2) Licensor’s liability under Section 4 (Proprietary Rights Indemnification).

Section 10

PROVISION OF MOST FAVORABLE TERMS

Licensor warrants and agrees that the charges, terms, warranties or benefits granted to GM pursuant to this Agreement or in any Purchase Order when viewed as a whole are comparable to or better than the equivalent charge, term, warranty or benefit being offered by Licensor customer of Licensor (with the exception of the United States Government or as otherwise required by applicable law). If Licensor shall enter into arrangements with any customer of Licensor providing for more favorable charges, terms, warranties or benefits when viewed as a whole, then this Agreement or the applicable Purchase Order shall thereupon be deemed amended to incorporate the more favorable charges, terms, warranties or benefits and Licensor shall immediately notify GM of such more favorable charges, terms, warranty or benefits.

Section 11

TERMINATION

11.1

Termination for Cause. In the event that either party materially or repeatedly defaults in the performance of any of its duties or obligations set forth in this Agreement, and such default is not substantially cured within [*****] after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate this Agreement or any Purchase Order relating to such default as of a date specified in such notice of termination.

11.2

Termination for Insolvency or Bankruptcy . Either party may immediately terminate this Agreement and any Purchase Order by giving written notice to the other party in the event of (i) the liquidation or insolvency of the other party, (ii) the appointment of a receiver or similar officer for the other party, (iii) an assignment by the other party for the benefit of all or substantially all of its creditors, (iv) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (v) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

11.3

Termination of License. GM may terminate any License for [*****] by providing [*****] written notice to Licensor. If GM elects to so terminate a License, GM shall return to Licensor or, at GM's option, destroy or uninstall, all copies of the Licensed Data and Documentation in GM's possession which are the subject of the terminated License, except as may be necessary for archival purposes. In such event, Licensor shall promptly refund to

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GM the license, maintenance or support fees paid by GM that are applicable to the period of time between the termination date and the expiration date of the Agreement and return or destroy any GM Data in Licensor’s possession with certification to GM of such destruction.

11.4

Rights Upon Termination . Unless specifically terminated as set forth in this Article, all Licenses (and GM's right to use the Licensed Data in accordance with such Licenses) and Purchase Orders which require performance or extend beyond the term of this Agreement shall, at GM's option, be so performed and extended and shall continue to be subject to the terms and conditions of this Agreement. If requested by GM, Licensor shall provide any termination assistance services GM shall require. In the event GM requests Licensor to provide termination assistance, Licensor shall continue to provide services which were provided by Licensor prior to such termination and any new services requested by GM that may be required to facilitate the transfer of the affected services.

Section 12

AFFILIATES, THIRD PARTY SERVICE PROVIDERS AND LICENSEE’S APPROVED APPLICATION DEVELOPERS

12.1

Affiliates . GM is entitled to obtain Licensed Data and services for the benefit of and use by GM and GM Affiliates. GM Affiliates and their respective employees are entitled to use the Licensed Data and services in accordance with this Agreement and have and are entitled to all rights, benefits, and protections granted to GM pursuant to this Agreement with respect to such Licensed Data and services. GM is responsible for compliance by GM Affiliates with the terms and conditions set forth in this Agreement. “GM Affiliates” means any company in which GM owns (directly or indirectly) at least [*****] of the voting stock.

12.2

Third Party Service Providers and Licensee’s Approved Application Developers . Licensor acknowledges GM’s reliance on Third Party Service Providers throughout its environment, including the environment in which the Licensed Data is to be used, as well as GM’s anticipated use of Licensee’s Approved Application Developers in connection with the Licensed Data. Accordingly, such Third Party Service Providers and Licensee’s Approved Application Developers have all rights to access, use, and distribute the Licensed Data and Documentation as are granted to GM under this Agreement, solely in connection with their work within GM’s environment, without any further notification or accounting to Licensor. GM is responsible for compliance by such Third Party Service Providers and Licensee’s Approved Application Developer’s with the terms and conditions of this Agreement.

Section 13

MISCELLANEOUS


13.1	Notices . Any notice, demand, or consent required hereunder shall, unless otherwise set forth herein, be in writing and be sent either by hand delivery or by postage‑prepaid certified mail, return receipt requested, addressed to the recipient party at the following address (or at such further address as shall be requested from time to time by the recipient party):

13.2

Amendments; No Waiver . No section of this Agreement may be changed waived, discharged, or amended except by an instrument in writing signed by both parties hereto. No delay or failure on the part of any party hereto to exercise any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude any other further exercise thereof, or the exercise of any other power to right.


13.3	No Advertising . Licensor shall not, without first obtaining the written consent of GM, in any manner advertise or publish the fact that Licensor has contracted to furnish GM the goods or services covered by this contract, or use any trademarks or trade names of GM in Licensor’s advertising or promotional materials.

13.4

Force Majeure . The term "Force Majeure" shall be defined to include fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.


13.5	Severability . If any term(s) of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted , as the case may be ,

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but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule , and the remaining provisions of this Agreement shall remain in full force and effect.


13.6	Dispute Resolution . In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.


13.7	Remedies . All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time.

13.8

Compliance with Laws . In the performance of Services or the provision of Licensed Software pursuant to this Agreement, Licensor shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. Licensor shall indemnify, defend, and hold GM harmless from and against any and all claims, actions, or damages arising from or caused by Licensor's failure to comply with the foregoing.


13.9	Setoff . In addition to any right of setoff provided by law, all amounts due Licensor shall be considered net of indebtedness of Licensor to GM and its subsidiaries; and GM may deduct any amounts due or to become due from Licensor to GM and its subsidiaries from any sums due or to become due from GM to Licensor.


13.10	Survival of Terms . Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed shall survive any such termination or expiration, or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.


13.11	Binding Effect . This Agreement and the covenants and agreements contained herein shall be binding upon and inure to the benefit of the parties hereto.

13.12

Complete Statement . This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits, documents, and schedules referenced in this Agreement or attached to this Agreement, and each Purchase Order are an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibits, documents, or schedules, the terms of this Agreement shall be controlling unless otherwise stated or agreed. In the event of a conflict between the terms and conditions of this Agreement and a Purchase Order, the Purchase Order shall be controlling with respect to those transactions covered by that Purchase Order. Any other terms or conditions included in any shrink‑wrap license agreements, quotes, invoices, acknowledgments, bills of lading, or other forms utilized or exchanged by the parties shall not be incorporated in this Agreement or be binding upon the parties unless the parties expressly agree in writing or unless otherwise provided for in this Agreement. LICENSOR ACKNOWLEDGES GM’S STRICT REQUIREMENT THAT GM’S END USERS OF THE LICENSED DATA ARE NOT AUTHORIZED TO ENTER INTO AGREEMENTS OR UNDERSTANDINGS ON BEHALF OF GM AND THAT ALL SUCH AGREEMENTS AND UNDERSTANDINGS ARE TO BE MADE SOLELY BY GM WORLD-WIDE PURCHASING. ACCORDINGLY, LICENSOR AGREES THAT ANY AGREEMENT OR UNDERSTANDING THAT IS ENTERED INTO IN VIOLATION OF THIS REQUIREMENT IS NOT EFFECTIVE AND SHALL NOT BE ENFORCEABLE AGAINST GM OR ANY GM AFFILIATE.


13.13	Governing Law . This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of Michigan.

13.14

Export . Neither party shall export any Licensed Data, Documentation or information protected hereunder by an obligation of confidentiality from the United States, either directly or indirectly, without first obtaining a license or clearance as required from the U.S. Department of Commerce or other agency or department of the United States Government. Licensor shall obtain, at it sole expense, any such licenses or clearances that are required to enable export of the Licensed Data and Documentation to authorized users or recipients as set forth herein.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly authorized, executed, and delivered as of the day and year first above written.

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EXHIBIT 10.27.2+

___________________________________ _____________________________________

Authorized Signature Authorized Signature

Name Name

Title Title

Date Date

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EXHIBIT 10.27.2+

EXHIBIT A

Statement of Work

Attached

GM Confidential

EXHIBIT 10.27.2+

GLOBAL LBS ELEMENTS

03/04/14

GM Confidential

EXHIBIT 10.27.2+

Program Overview


1.1	Objectives

[*****]


1.2	General Service Statements

[*****]


1.3	Countries and Languages

[*****]

Service and Data Requirements

Location Based Services

[*****]

OPERATION REQUIREMENTS

GM Confidential

EXHIBIT 10.27.2+

Service Management

[*****]

Integration

ü [*****]

Security

[*****]

Documentation

ü [*****]

Account Management

[*****]

GM Confidential

EXHIBIT 10.27.2+

GM Architecture Non functional REQUIREMENTS…

Architecture Requirements



[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

GM Confidential

EXHIBIT 10.27.2+

Reporting and Service Levels

Included in Exhibit B of Data License Agreement

OTHER Support Requirements

[*****]

Confidentiality of Project and Data

GM must approve, in writing, distribution or sharing of this document by the Supplier with any other parties. The Supplier must recognize that GM operates in a competitive and sensitive business environment and, for that reason the Supplier must treat the materials and data provided by GM as strictly confidential.

GM Confidential

EXHIBIT 10.27.2+

APPENDIX B - Map Data Responsibility Matrix

The Responsibility Matrix below describes the responsibilities of the parties. The Licensor’s compliance is indicated by “C” in the COMPLY column. The COMMENTS column should be used to elaborate on how the Licensor will execute the responsibility. The responsibility matrix values are defined as:

P (Perform) means the designated party has the obligation and responsibility for performing the service. The designated party’s performance will be subject to approval as defined by GM.

H (Help) means the designated party will provide assistance to enable the performer to complete the designated service. For service activities that are in-scope the Licensor is expected to provide resources to assist in enabling the performer to complete the designated service.

A (Approve) means the performance of the service is subject to the designated party’s approval. In some cases such approval may be necessary prior to initiating an action such as in before commencement of any discrete billable task.



[*****]

•
2
3
4
5
6
7
•
8
9
10
11
12

13
14

15
16
17
18

19
20

21
22
23

GM Confidential

EXHIBIT 10.27.2+

Appendix D: Map Data Layers Requirement



[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

GM Confidential

EXHIBIT 10.27.2+

Appendix E: Map Data Attribute Requirements

[*****]

GM Confidential

EXHIBIT 10.27.2+

[*****] Country-Language Exhibit

EXHIBIT 10.27.2+

Exhibit B

Service Level Agreement


1.	Definitions


a.	Availability: The percentage resulting from the following calculation:

[1-(Down Time/Total Time)] x 100

Availability percentage shall be expressed to [*****] with the [*****] rounded up or down to the nearest [*****] of a [*****] .


b.	Down Time: The number of [***] the Service is not operational during a [***] and excludes scheduled downtime.


c.	Hours of Operation: 24 hours a day and 365 days a year.


d.	Scheduled Down Time: The number of [*****] of down time incurred during scheduled maintenance.


e.	Scheduled Maintenance: The number of [*****] of maintenance that is scheduled in advance. Scheduled Down Time shall occur within the Scheduled Maintenance window. Any down time outside of the maintenance window will be counted against the availability calculations.


f.	Total Time: The total number of [***] in a given [***] .


2.	[***] Availability Performance Commitment: Telenav will ensure that the Service maintains a [*] Availability of [***]


3.	Service Latency

Telenav will use [*****] efforts to fulfill end user requests for Services in accordance with the Table below for each [*****] . This includes delivery of all bytes of the response (content plus protocol overhead) that Telenav controls. Latency shall be defined to apply only to the interval pertaining to [*****] and [*****] within the [*****] .



[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]

These requirements are specific to the portion of [*****] incurred within Telenav’s span of control within [*****] and will be measured from the [*****] nearest to Telenav’s [*****] . The latency introduced by the LTE network, and other elements of the wireless network are excluded from the latency measurements described above. For clarity, the parties agree not to include [*****] which is subject to too many variables.

EXHIBIT 10.27.2+

Exhibit C

Change Control Procedure

1.0 Change Control Procedures.

Licensee reserves the right at any time to request reasonable Changes, or cause Licensor to make Changes to the data deliverable or to otherwise change the scope of the work covered by this Contract and Licensor agrees to promptly evaluate such request for Changes, responding to Licensee with a quote for data development services and or a zero dollar agreement to improve the data product as requested.

If Licensor’s response to a Change Request indicates that new charges will apply for the requested change, Licensee will review Licensor’s response and will do one of the following: (a) provide written approval for Licensor to proceed with the requested change at the quoted cost, (b) provide written request for Licensor to clarify or modify its response, or (c) provide written notice to Licensor that the request has been cancelled.

1.1 Licensor’s Response.

Licensor shall respond promptly to all Change Requests made by Licensee pursuant to the Change Control Procedures. Licensor shall use reasonable efforts to comply with any deadlines or similar time periods specified in any such Change Requests.

EXHIBIT 10.27.2+

Exhibit 2.3(a)



[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]		[*****]	[*****]	[*****]
[*****]		[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]		[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]		[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]

EXHIBIT 10.27.2+



[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]		[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
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EXHIBIT 10.27.2+



[*****]		[*****]	[*****]	[*****]
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EXHIBIT 10.27.2+



[*****]	[*****]	[*****]	[*****]	[*****]
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EXHIBIT 10.27.2+



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EXHIBIT 10.27.2+



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EXHIBIT 10.27.2+



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EXHIBIT 10.27.2+



[*****]	[*****]	[*****]	[*****]	[*****]
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[*****]	[*****]	[*****]	[*****]	[*****]

EXHIBIT 10.27.2+

Exhibit 2.3(c)(1)

Developer Terms of Use

[*****]

EXHIBIT 10.27.2+

Exhibit 2.3(c)(2)

Developer Terms of Use for GM

[*****]

EXHIBIT 10.27.2+

Exhibit 2.3(c)(3)

Telenav Services

End User Terms of Use

[*****]

EXHIBIT 10.27.2+



Exhibit 5.1
Pricing

Table 1: [***] Fees per [***]
Applications using Off-board Maps / Search / Static Routing Directions / Traffic functionality:		Price per [*****]
	All [***] (excluding [***])	$[*****]
License Fee Reporting: On or before the [***] of each [*], Licensee shall prepare and submit to Licensor a written report with a separate line item for [*] for the total number of [*] ([*]) made by GM and/or GM Affiliates with subscriptions to Maps / Search / Static Routing Directions / Traffic functionality developed by or on behalf of GM for the previous [*]. Each such subscription is associated with a [*] and entitles the [*] (up to [*]) access to one or more applications via PC, mobile, tablet or vehicle devices. A [*] is considered [*] if an application or applications with Maps / Search / Static Routing Directions / Traffic functionality is [*] or otherwise [*] to a [*]. Licensee is responsible for ensuring that such application subscriptions are only [*] to end users with a valid end user account linked to a [*]. For clarity, if more than one application is [*] by a [*], that [*] shall only be counted [*] and no further reporting or fees are due for subsequent [*] of applications. Following receipt of such report, Licensor shall invoice Licensee for the amounts due in accordance with the pricing in Table 1 and Licensee shall pay in accordance with [***] payment terms as specified in the applicable Purchase Order.

EXHIBIT 10.27.2+

Exhibit 7.1(b)

Licensor’s Handling Of Personally Identifiable Data

[*****]

EXHIBIT 10.27.2+

SOFTWARE SERVICE LICENSE AGREEMENT

THIS SOFTWARE AS A SERVICE LICENSE AGREEMENT ("Agreement") is made and entered into this ______________ (the "Effective Date") by and between Telenav, Inc. (hereinafter "Licensor"), having its principal place of business at 950 De Guigne Drive, Sunnyvale, CA 94085, a corporation duly organized and existing under the laws of the State of Delaware, and General Motors Holdings LLC (hereinafter "GM"), having its principal place of business at 300 Renaissance Center, Detroit, Michigan 48265, a Delaware limited liability company.

Licensor and GM agree as follows:


1.	Agreement and Term . The parties agree that the terms and conditions of this Agreement apply to the provision of Licensed Services (as later defined) to GM by Licensor. The term of this Agreement commences on the Effective Date and the Agreement shall continue to be in effect until [*****], unless earlier terminated in accordance with the terms and conditions of the Agreement.


2.	Certain Definitions . The following definitions apply to this Agreement:

(a) "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the Licensed Software or used in conjunction with the Licensed Services, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Licensed Service is provided to GM.

(b) “Licensed Service(s)” means the Licensed Software and services provided by Licensor to GM as identified in Exhibit A, including, where applicable but not limited to, any enhancements, translations, modifications, updates, releases, or other changes to Licensed Software which are provided or to be provided as part of Licensor's performance of warranty service obligations or technical support services pursuant to this Agreement.


(c)	"Licensed Software" means computer programs that are provided by Licensor as part of the Licensed Services pursuant to this Agreement.

(d) "Purchase Order" means the written order(s) submitted by GM, or any third party to whom GM has authorized to submit written order(s) on GM's behalf, to Licensor which identifies the Licensed Services GM desires to obtain from Licensor.

General . GM is entitled to obtain Licensed Services for the benefit of and use by affiliates of GM. Such affiliates and their respective employees are entitled to use the Licensed Services in accordance with this Agreement and have and are entitled to all rights, benefits, and protections granted to GM pursuant to this Agreement with respect to such Licensed Services. GM is responsible for compliance by its affiliates with the terms and conditions set forth in this Agreement.


4.	Delivery of the Licensed Service. Upon issuance of one (1) or more Purchase Order(s), GM shall have access to the Licensed Service over the Internet via a web browser. GM may cancel without charge all or any portion of the Licensed Services at any time prior to delivery.


5.	Grant and Conditions of License. GM shall accept Licensed Services on the date (the "Acceptance Date") when all necessary Documentation has been received and the Licensed Services perform in accordance with and/or conforms to its Documentation.


6.	Grant of License .

(a)

Licensor hereby grants GM a worldwide, nonexclusive, irrevocable, license to access and use the Licensed Services during the term of this Agreement and to incorporate such Licensed Services into the services GM provides to vehicles and services produced by GM or its affiliated companies, which license shall be perpetual as necessary to support vehicles and services used in conjunction with vehicles for which the Licensed Services were deployed during the term of this Agreement.

(b)

Licensor acknowledges and agrees that any authorized third parties providing services to GM ("Third Party Service Providers") may have access to and use of the Licensed Services and Documentation so long as such third party is utilizing the Licensed Services and Documentation for GM’s benefit. GM will be responsible for Third Party Service Providers’ compliance with all material terms and conditions this Agreement.


7.	Services . Licensor shall provide the Licensed Services as set forth herein and in the Statement of Work attached hereto and incorporated herein as Exhibit A-1.


(a)	The Licensed Software and data will be hosted and managed by Licensor.

EXHIBIT 10.27.2+


(b)	The technical support services set forth below and in Exhibit A (as further detailed in Schedule D) for the Licensed Services shall be provided by Licensor to GM during the term of this Agreement at the applicable charges as set forth in Exhibit A (the "Maintenance Fee").

(i) Licensor shall provide toll‑free telephone hot‑line support between 8:00 a.m. and 6:00 p.m. at the applicable maintenance location.

(ii) To the extent agreed upon by the parties, Licensor shall provide installation and training to GM.


(c)	Any development services provided by Licensor to GM shall be provided under the terms and conditions of the Services Agreement. .


(d)	Upon termination or expiration of the Licensed Services, Licensor shall, at GM’s request, assist in any migration or transition services.


8.	Proprietary Markings . GM shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Licensed Services.


9.	Duplication of Documentation . GM may duplicate Licensed Software and Documentation, at no additional charge, for GM's use or for use by a customer of GM in connection with the provision of Licensed Services so long as all required proprietary markings are retained on all duplicated copies.

10.

Ownership . The Licensed Services shall be and remain the property of Licensor or third parties which have granted Licensor the right to license it and GM shall have no rights or interests therein except as set forth in this Agreement. The foregoing notwithstanding, if GM develops (or has developed on its behalf) software programs, data sets or other additional functionality to the Licensed Services (“Licensee Developments”), GM shall own all rights to such Licensee Developments and Licensor and its employees shall have no rights or interest therein. Other sections of this Agreement notwithstanding, GM shall have and retain a worldwide, nonexclusive, fully-paid, irrevocable license to any Licensed Services necessary to use the Licensee Developments . Any Licensee Developments created for GM by Licensor shall be performed pursuant to the terms and conditions of the Services Agreement.

11.

Protection of Licensed Service . During the term of this Agreement, GM will treat the Licensed Services and Documentation with the same degree of care and confidentiality which GM provides for similar information belonging to GM which GM does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to Licensed Services or Documentation, or any portion thereof, which is (i) already known by GM without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of GM, (iii) rightfully received from a third party without obligation of confidentiality, (iv) disclosed without similar restrictions by Licensor to a third party, (v) approved by Licensor for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as GM provides Licensor with timely prior written notice of such requirement. It will not be a violation of this Section if GM provides access to and the use of the Licensed Services or Documentation to any Third Party Service Provider so long as GM secures execution by such Third Party Service Provider of a confidentiality agreement between Third Party Service Provider and GM as would normally be required by GM.


12.	Warranty . Licensor represents and warrants that:

(a) The Licensed Services are and shall be free and clear of all liens and encumbrances, and GM shall be entitled to use it without disturbance;

(b) No portion of the Licensed Services contain, at the time of access by GM, any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," or other computer software routines designed to (i) permit access or use of either the Licensed Services or GM's computer systems by Licensor or a third party not authorized by this Agreement, (ii) disable, damage or erase the Licensed Services or data, or (iii) perform any other such actions;

(c) The Licensed Services and the design thereof shall not contain preprogrammed preventative routines or similar devices which prevent GM from exercising the rights granted to GM under this Agreement or from utilizing the Licensed Services for the purpose for which it was designed;

(d) The Licensed Services shall function properly under ordinary use and operate in conformance with its Documentation during the term of this Agreement.

13.

Proprietary Rights Indemnification. Licensor represents and warrants that (i) at the time of execution of this Agreement, Licensor is not involved in any litigation that will impact or affect the Licensed Services or Documentation to be provided under this Agreement except as expressly set forth in Exhibit A-4 hereto, and (ii) Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Licensed Services and Documentation to GM, and that except as may be expressly set forth in Exhibit A-4 hereto, each License, the Licensed Services and Documentation and their sale, license and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”).

EXHIBIT 10.27.2+

Licensor shall indemnify and hold GM and Third Party Service Providers and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including reasonable legal fees) resulting from or arising out of any litigation, any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Any such defense shall be exercised with reasonable consultation with GM, and no settlement shall impose any obligation on GM. GM shall inform Licensor of any such suit or proceeding against GM and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor shall notify GM of any actions, claims, or suits against Licensor based on an alleged Infringement of any party's intellectual property rights in and to the Licensed Services or Documentation. In the event an injunction is sought or obtained against use of the Licensed Services or Documentation or in GM’s opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (A) procure for GM the right to continue to use the infringing Licensed Services or Documentation as set forth in this Agreement, or (B) replace or modify the infringing Licensed Services or Documentation to make its use non-infringing while being capable of performing the same function without degradation of performance. Licensor shall have no indemnity obligation to GM or its Third Party Service Providers under this Section 13 if the claim(s) of Infringement is based upon (i) a modification of the Licensed Services made by GM, a GM Affiliate, or a Third Party Service Provider; (ii) the continued use of the Licensed Services by GM or a GM Affiliate for greater than a reasonable period of time after a non-infringing alternative with no loss of functionality has been made available by Licensor for installation at Licensor’s sole expense, or (iii) use of the Licensed Services (other than an intended use known to Licensor) in combination with other software or data, provided that the Licensed Services are not any cause of a claim.


14.	LIMITATION OF LIABILITY . NEITHER PARTY SHALL BE LIABLE TO THE OTHER PURSUANT TO THIS AGREEMENT FOR ANY AMOUNTS REPRESENTING LOSS OF PROFIT, LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF THE OTHER PARTY. THE FOREGOING SHALL NOT LIMIT THE INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS AGREEMENT.

The limit of either party’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to the other or to any third party concerning performance or non-performance by said party, or in any manner related to this Agreement, for any and all claims shall not in the [*****] an amount [*****] to [*****] the [*****] by GM to Licensor hereunder.

15.

Assignment of Right to Issue Purchase Orders. GM may from time to time assign its right to issue Purchase Orders pursuant to this Agreement to a Third Party Service Provider. In such event, all warranty provisions of this Agreement shall extend to GM as if GM were the original purchaser. Licensor acknowledges and agrees that any Third Party Service Provider that issues Purchase Orders for GM shall have no responsibility or liability to Licensor for the Licensed Services and Documentation set forth on the Purchase Order.


16.	Survival. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed shall survive any such termination or expiration, or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.


17.	Charges, Prices, and Fees . Charges, prices, and fees ("Charges") and discounts, if any, for Licensed Services shall be determined as set forth in Exhibit A, in a Purchase Order, or as otherwise agreed upon by the parties, unless modified as set forth in this Agreement.

18.

Payment Through Invoicing. Except as otherwise set forth in this Agreement, any undisputed sum due to Licensor pursuant to this Agreement shall be payable on the date established by GM’s [*****] ([*****]), which provides, on average, that payment shall be made on the [*****] of the [*****] after receipt by GM of a correct invoice therefor from Licensor. Licensor shall invoice GM monthly on or after the applicable Acceptance Date for the Licensed Services covered by such monthly invoice.


19.	Taxes . Unless GM provides Licensor with a valid tax exemption number or as otherwise provided herein, GM shall pay directly or reimburse Licensor for all taxes, assessments, permits and fees, however designated, which are levied upon this Licensed Services, or their use, excluding franchise taxes and taxes based upon Licensor's net income.


20.	Termination for Cause. In the event that either party materially or repeatedly defaults in the performance of any of its duties or obligations set forth in this Agreement, and such default is not substantially cured within [*****] after written notice is given to the defaulting party specifying the default, then the party not in default

EXHIBIT 10.27.2+

may, by giving written notice thereof to the defaulting party, terminate this Agreement and/or the applicable Purchase Order relating to such default as of a date specified in such notice of termination.

21.


22.	Termination of Licensed Services. GM may terminate the Licensed Service for any reason by providing written notice to Licensor.


23.	Binding Nature, Assignment, and Subcontracting .

(a)

Licensor shall not assign this Agreement (or any portion thereof) without GM’s written consent, such consent not to be unreasonably withheld. Upon notice to Licensor, GM may assign this Agreement (or any portion thereof) without Licensor's consent to any affiliate or subsidiary of GM or pursuant to a merger, reorganization, sale of all or substantially all of the assets of GM or sale of sufficient stock to constitute a change of control. This Agreement shall be binding on the parties and their respective successors and permitted assigns. Any assignment in violation of this Section 23(a) shall be void.

(b)

If Licensor subcontracts or delegates any of its duties or obligations of performance in this Agreement or in a Purchase Order to any third party, Licensor shall remain fully responsible for complete performance of all of Licensor's obligations set forth in this Agreement or in such Purchase Order and for any such third party's compliance with the non-disclosure and confidentiality provisions set forth in this Agreement.

24. Confidentiality .

(a)

GM Information . GM’s Information means all information (oral or written) and documents and data (in any medium) that have been furnished to Licensor by GM, or have been developed or collected by Licensor in connection with the Services, including, but not limited to, “Personally Identifiable Data,” as defined in Section (b). GM is willing to disclose GM’s Information and to permit Licensor to collect or develop GM’s Information only with the understanding that Licensor will maintain its confidentiality and will otherwise comply with all provisions of this Agreement. Licensor acknowledges that GM's Information is being disclosed to Licensor for the sole purpose of permitting Licensor to perform the Services, and agrees that it will not use or disclose GM’s Information for any other purpose. In addition, Licensor agrees that, except as may be required by law, it will not disclose, disseminate or otherwise make available GM's Information to anyone, other than to those employees who have a need to know it in order for Licensor to fulfill its obligations under this Agreement, without the prior written agreement of GM.

Licensor will not transfer GM Information to any subsequent tier supplier unless there is a legal basis for such transfer under applicable laws. By way of example and not limitation, GM Information originating from a European Union country shall not be transferred to a subsequent tier supplier unless such subsequent tier supplier is located in a country deemed to have “adequate” data protection laws or is otherwise permitted to have European Union source data transferred to it.

Licensor shall provide for the physical, managerial and electronic security of GM’s Information such that GM’s Information is reasonably maintained and secured, ensuring it is safe from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission and storage. Should any unauthorized breach occur, Licensor shall notify GM as soon as reasonably practicable, generally within [*****], after Licensor becomes aware of such breach

At GM’s request or upon completion of Licensor's use of GM's Information, Licensor will return all copies of GM’s Information to GM or, at GM's request, will destroy GM’s Information and certify such destruction to GM. If GM requests the destruction of any GM’s Information, then Licensor will perform the destruction in accordance with GM’s instructions and will: (a) use the destruction methods authorized by GM (e.g. shredding or burning or electronic erasure); (b) protect the confidentiality of GM’s Information during the destruction process; (c) not sub-contract the destruction work without the prior written authorization of GM; and (d) provide GM with a destruction record confirming which GM’s

EXHIBIT 10.27.2+

Information has been destroyed, when, where and how. Licensor may retain a copy of GM’s Information for archival purposes only subject to Licensor’s continuing obligations under this Section.

Licensor further agrees to defend, indemnify and hold GM harmless from any liability claims, damages, fines, penalties, costs, claims, demands and expenses (including costs of defense, settlement and reasonable legal fees), arising from or related to any breach of Sections (a), (b) or (c) by Licensor or Licensor's employees. Licensor shall have the right to control such litigation or claim (including the right to settle), subject to the consent of GM, which consent will not be unreasonably withheld or delayed.

Licensor recognizes that the disclosure of GM’s Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, GM has the right to seek equitable and injunctive relief to prevent the unauthorized disclosure of any GM’s Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.

In the event Licensor is required to disclose GM’s Information in connection with any judicial proceeding or government investigation, then Licensor shall promptly notify GM and allow a reasonable time before Licensor is required to disclose, for GM to seek a protective order from the appropriate court or government agency. Thereafter, Licensor may disclose GM’s Information but only to the extent required by law, subject to any applicable protective order.

In addition, Licensor recognizes that its close association with GM's personnel and access to GM's Information in the course of performing this Agreement may enable Licensor to evaluate publicly available information about GM from an insider's perspective and that GM's proprietary information would be revealed if such evaluations were published. Therefore, Licensor agrees not to publish, or help anyone publish, anything whatsoever about GM concerning the subject matter of this Agreement, except with the prior written consent of GM.

For the avoidance of doubt neither GM nor Licensor shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature.

Information that Licensor deems confidential will be transmitted only to GM’s Program Manager in writing or a designee authorized in writing to accept such information. At the time of such transmission, GM’s Program Manager will decide (1) if GM agrees that the information is confidential, (2) if GM needs the information, and (3) if the answers to (1) and (2) are yes, what restrictions will be placed on its distribution within GM. If the answers to (1) and (2) are not yes, GM’s Program Manager will promptly notify Licensor and any information considered by Licensor to be confidential which is disclosed to GM’s Program Manager shall be promptly returned to Licensor. To the extent that items submitted to GM by Licensor are marked “Licensor Confidential” or words to that effect, such notation will serve as notice to third parties only and will create no obligation upon GM.

(b)

Licensor’s Collection and Handling of Personally Identifiable Data. GM has privacy statements (“Privacy Statements”) in place that explain to third parties, such as customers, potential customers and employees, how GM handles their “Personally Identifiable Data,” that is, any individually identifiable data from or about a person or data which, when associated with other data in the hands of or available to Licensor, allows for either identification of an individual or for an increase in data about an identified or identifiable individual. Personally Identifiable Data shall include, but not be limited to: a) first and last name; (b) a home address or other physical address, including street name and name of city or town; (c) an email address or other online contact data (e.g., instant messaging user identifier); (d) a telephone number; (e) a social security number; (f) an Internet Protocol address; (g) a persistent identifier (e.g., a unique customer number in a cookie); (h) employee identification number; (i) beneficiary, spousal and dependent information; (j) health information; (k) benefits claims information; (l) salary and payroll and banking information; and (m) any other data that is combined with any of the above.

Licensor shall treat the Personally Identifiable Data as GM’s Information under Section. In addition, Licensor recognizes that certain laws that may be applicable allow Data Subjects (i.e. any individual to whom Personally Identifiable Data relates) the right to access, correct or have deleted certain Personally Identifiable Data, as well as to make and change certain choices with respect to the

EXHIBIT 10.27.2+

permissible use or disclosure of Personally Identifiable Data. To ensure that requests from Data Subjects are expeditiously handled, Licensor agrees that any such request for access, change, deletion, correction, or choice modification of Personally Identifiable Data made by or through GM, or made pursuant to procedures established by GM, be effected in a manner which will result in completion of the action in a period no longer than [*****] from the date upon which the action is requested of GM, inclusive of any time required by Licensor’s subcontractors. Licensor shall notify GM as soon as reasonably practicable, generally within [*****] (but not later than [*****]), after Licensor receives any request from a third party to access, correct, have deleted or change choices with respect to Personally Identifiable Data.

Licensor shall name a person responsible for all GM Information in its possession or under its control and for ensuring that the terms of this Agreement with respect to GM Information are fully complied with.

Upon GM’s request, Licensor shall certify in writing its compliance with the foregoing. In addition, Licensor shall allow the audit of its obligations under this Agreement by GM or its authorized representative.

Licensor further agrees to cooperate fully with GM in connection with any investigations, audits or information requests that may be made in connection with applicable laws.

(c)

Information Gathering Practices; Ethical Representation. Licensor hereby agrees that its acquisition, use or disclosure of information on behalf of GM shall be in compliance with all applicable laws and any information security or other policies or procedures related to Personally Identifiable Data that GM may provide to Licensor and, in addition, shall be in compliance with the following ethical principle excerpted from GM Guidelines For Employee Conduct:

“There are, however, important limitations on how and what competitive information may be obtained. No improper means may be used to acquire confidential or propriety information from any competitor, supplier or customer. Improper means would include any form of industrial espionage, the payment of money or giving of any favor or consideration, or the hiring of a competitor’s employees to obtain confidential information. Information which may not be sought would include data on a competitor’s unannounced new products or confidential data relating to costs, prices or profits.”

Licensor further agrees that in the performance of Services under this Agreement Licensor’s actions shall not in any manner be contrary or detrimental to the best interests of GM or its affiliated companies, and that GM shall be the sole judge of all such actions. In performing Services Licensor shall not take any action in violation of the U.S. Foreign Corrupt Practices Act and shall make no payment or transfer anything of value, directly or indirectly, to any employee or a government or instrumentality thereof, international organization, political party or official or candidate thereof, to influence any decision to obtain or retain business or secure other advantage. Licensor shall inform GM of any laws in the nature of lobbying registration or disclosure which may be found to apply to the Services, and assist GM in its consideration of and compliance with any such requirements.

25.

Media Releases . Except for any announcement intended solely for internal distribution by Licensor or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Licensor, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Licensor or its employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trade mark, or symbol of GM or any affiliate of GM, shall be coordinated with and approved in writing by GM prior to the release thereof. Licensor shall not represent directly or indirectly that any Licensed Software or Service provided by Licensor to GM has been approved or endorsed by GM or include the name, trade name, trade mark, or symbol of GM or any GM Affiliate on a list of Licensor's customers without GM’s express written consent.

26.

Notices . Wherever one party is required or permitted to give notice to the other pursuant to this Agreement, such notice shall be deemed given when delivered in hand, when mailed by registered or certified mail, return receipt requested, postage prepaid, or when sent by a third party courier service where receipt is verified by the receiving party's acknowledgment, and addressed to the respective party’s address as set forth in the first paragraph of this Agreement or as designated in a Purchase Order. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective; first class, postage prepaid, mail shall be acceptable for provision of change of address notices.

EXHIBIT 10.27.2+

27.

Force Majeure. The term "Force Majeure" shall be defined to include fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war, terrorism or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

28.

Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.


29.	Dispute Resolution . In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

30.

Waiver . Any waiver of this Agreement or of any covenant, condition, or agreement to be performed by a party under this Agreement shall (i) only be valid if the waiver is in writing and signed by an authorized representative of the party against which such waiver is sought to be enforced, and (ii) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.


31.	Remedies . All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time.


32.	International Business . This Agreement shall apply in countries outside the United States and its territories. Licensor and GM and/or their respective agents, distributors, or affiliates authorized to conduct business in such countries may negotiate in good faith supplemental agreements incorporating further terms and conditions required by local law.

33.

Compliance with Laws . In the provision of Licensed Services pursuant to this Agreement, Licensor shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. Licensor shall indemnify, defend, and hold GM harmless from and against any and all claims, actions, or damages arising from or caused by Licensor's failure to comply with the foregoing.

34.

Provision of Most Favorable Terms. Licensor warrants and agrees that each of the Charges, terms, warranties, or benefits granted to GM pursuant to this Agreement or in any Purchase Order when viewed as a whole are comparable to or better than the equivalent Charge, term, warranty, or benefit being offered by Licensor to any similar customer of Licensor (with the exception of the United States Government or as otherwise required by applicable law). If Licensor shall enter into arrangements with any similar customer of Licensor providing for more favorable Charges, terms, warranties, or benefits, when viewed as a whole, then this Agreement or the applicable Purchase Order shall thereupon be deemed amended to incorporate the more favorable Charges, terms, warranties, or benefits and Licensor shall immediately notify GM of such more favorable Charges, terms, warranties, or benefits.


35.	Setoff. With respect to any amount that is due a Party pursuant to this Agreement, such Party may, upon notice to the other Party, deduct the entire amount owed to such Party against the charges otherwise payable, expenses owed or other amounts due the other Party. The exercise of this right of set-off shall not affect a Party’s right to other remedies provided for in this Agreement.

36. Right to Audit . GM, at its expense, has the right to review and/or audit the all relevant books and records,

including the administrative and accounting policies, guidelines, practices and procedures of Licensor, to substantiate the charges invoiced under this Agreement. Licensor will preserve all such documents for a period of [*****] after final payment. Licensor further agrees to cooperate fully with GM with all reasonable requests of GM for such review(s) or audit(s) and agrees that such audit may be used as a basis for settlement of disputes which might arise regarding payments under this Agreement.


37.	Governing Law . THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF MICHIGAN.

EXHIBIT 10.27.2+

38.

Entire Agreement . This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits, documents, and schedules referenced in this Agreement or attached to this Agreement, and each Purchase Order is an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibits, documents, or schedules, the terms of this Agreement shall be controlling unless otherwise stated or agreed. In the event of a conflict between the terms and conditions of this Agreement and a Purchase Order, the face of the Purchase Order shall be controlling with respect to those transactions covered by that Purchase Order. Any other terms or conditions included in any shrink‑wrap license agreements, quotes, invoices, acknowledgments, bills of lading, or other forms utilized or exchanged by the parties shall not be incorporated in this Agreement or be binding upon the parties unless the parties expressly agree in writing or unless otherwise provided for in this Agreement. LICENSOR ACKNOWLEDGES GM’S STRICT REQUIREMENT THAT GM’S END USERS OF THE LICENSED SERVICE ARE NOT AUTHORIZED TO ENTER INTO AGREEMENTS OR UNDERSTANDINGS ON BEHALF OF GM AND THAT ALL SUCH AGREEMENTS AND UNDERSTANDINGS ARE TO BE MADE SOLELY BY GM GLOBAL PURCHASING. ACCORDINGLY, LICENSOR AGREES THAT ANY AGREEMENT OR UNDERSTANDING THAT IS ENTERED INTO IN VIOLATION OF THIS REQUIREMENT IS NOT EFFECTIVE AND SHALL NOT BE ENFORCEABLE AGAINST GM OR ANY GM AFFILIATE.

IN WITNESS WHEREOF, Licensor and GM acknowledge that each of the provisions of this Agreement were expressly agreed to and have each caused this Agreement to be signed and delivered by its duly authorized officer or representative as of the Effective Date.


GENERAL MOTORS HOLDINGS LLC	TELENAV, INC.

By: By:

Printed Name: Printed Name:

Title: Title:

Date: Date:

EXHIBIT 10.27.2+

EXHIBIT A

LICENSED SERVICE, CHARGES, PRICES AND FEES

Reserved for possible future activity.

EXHIBIT 10.27.2+

EXHIBIT A-1

STATEMENT OF WORK

Reserved for possible future activity.

EXHIBIT 10.27.2+

EXHIBIT A-2

TECHNICAL SUPPORT

Reserved for possible future activity.

EXHIBIT 10.27.2+

EXHIBIT A-3

General Motors

Supplier Travel Guidelines

[*****]

EXHIBIT 10.27.2+

EXHIBIT A-4

Telenav Proprietary Rights Litigation

[*****]

EXHIBIT 10.27.2+

EXHIBIT B

SCHEDULE OF ELECTRONIC SERVICES

1. “Electronic Services” means computer and telephonic services or systems being provided to GM pursuant to this Schedule of Electronic Services (the “Schedule”) accessible via an Internet connection through Licensor's Web site, GM computers and networks, and any other computer or telephonic derivatives provided to GM by Licensor under the this Agreement, whether established by Licensor directly or by other service providers.

2. GM acknowledges that: (i) GM will have received or will be receiving numbers, codes or other sequences which provide access to the Website (the “Password(s)” and “ID(s)”); (ii) GM is or will be the sole and exclusive owner of the Passwords and IDs; and (iii) GM accepts full responsibility for use and protection of the Passwords and the IDs.

GM agrees to promptly notify Licensor if GM becomes aware of any: (a) loss or theft of GM’s Passwords, IDs; or (b) unauthorized use of any of Password and/or ID, or of the Electronic Services or any Information. Licensor shall be permitted to send notices to the end users reminding them to change their passwords.

3. The hours of Support shall be as follows:



Hours	Priority
8am - 6pm Eastern Standard Time (Monday-Friday)	All [*****] set forth below
All Other Times and GM US Holidays	Handle [*****] only

4. Licensor shall respond to calls based on the priority such calls have been assigned by GM and Licensor.



Priority	Description	Response Guidelines
Priority 1 Critical Customer Support Incidents	Events of the most critical nature. This category is characterized by the following: • Service unavailability • Actual or alleged security breaches	Licensor responsibilities include: [*****]
Priority 2 Urgent Customer Support Incidents	Customer Support incidents such as degraded services performance, and impaired services functionality.	[*****]
Priority 3 Non-Service Impacting & Informational Inquiries	All subscriber inquires including, but not limited to, subscriber requests for information and instructions for normal operations.	[*****]

4. System Availability .

a) “Availability” is calculated as a percentage of time between 8:00 a.m. and 6 p.m. Eastern Standard Time, Monday through Friday, that the Licensed Service is accessible through the Internet and a User can log into and launch the Supported Applications. Availability is guaranteed to be [*****] ([*****]) based on Licensor’s monitoring (“Service Level Guarantee”).

If Availability is less than [*****] ([*****]) in a given billing cycle ([*****]y period) GM may request a credit of a portion of its [*****] usage fee. Credits shall be suspended if GM is in default of any payments to Licensor. If GM is otherwise in violation of any provision of this Agreement when the unavailability occurs, then GM shall not be eligible for a credit, unless and until GM complies with this Agreement. A credit request must be submitted in writing. Licensor shall evaluate the request and contact GM within [*****] to submit its decision regarding the request. If the outage is due to a Service failure, such credit will appear on GM’s invoice within [*****] following approval.

Subject to the provisions above, GM may receive credit for the time Availability is less than the Service Level Guarantee. The credit shall be calculated based on the schedule below.

EXHIBIT 10.27.2+



Pro-Rated Charge Back Schedule



[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]	[*****]

b) Scheduled System Downtime .

i) Batch/Maintenance Window: The period after Availability hours will be referred to as the “Batch/Maintenance Window”. The after hours processing will be scheduled in conjunction with GM’s and/or it’s Third Party Service Provider’s business requirements. Supplier’s Batch/Maintenance Window is from 6 p.m. to 8 a.m. Eastern Standard Time.

ii) Scheduled On-line Downtime: Licensor will notify and request mutual agreement from the GM’s IT Manager whenever scheduled downtime is required during Availability.

iii) System Maintenance: Every Saturday between the hours of 1:00 p.m. and 11:00 p.m. Sunday is reserved for system maintenance. During these times the Supported Applications may not be available. Licensor will notify the GM’s IT Manager by electronic mail and voicemail whenever System Maintenance is required .

While the system will be available for processing after the defined Availability hours, performance and availability may occasionally be impacted due to batch processing and daily server maintenance and is therefore not guaranteed. If GM requests to expand the hours of guaranteed availability, Licensor reserves the right to renegotiate System Availability and System Performance Service Levels.

c) Once notified by GM of a system outage, Licensor will immediately begin efforts to resolve the outage problem. Licensor will continuously work to resolve the outage problem until the problem has been resolved. Response to GM’s notification of a system outage will begin with the receipt of a phone call from GM as contemplated above in Section 1 of this Exhibit.

d) If GM is experiencing chronic outages, then Licensor will, at its expense, investigate the nature of the recurring problem. Within [*****] of the conclusion of Licensor’s investigation, Licensor and GM technical representatives will discuss the results of the investigation. If Licensor and GM technical representatives determine that GM’s configuration requires upgrades or additions to prevent chronic outages, or that GM’s content is the cause of the chronic outages, and GM is advised of the necessary configuration modifications, then GM shall not be eligible for future credits if GM does not repair, upgrade or otherwise change its configuration, including making content-related modifications. If the investigation determines that the chronic outages are caused by Licensor, then Licensor will correct the problem at no charge to GM. If Licensor is unable to correct the chronic outages, then GM may terminate this Agreement without further liability. If Licensor and GM cannot determine the cause or cannot agree on the cause of the chronic outages, then either Licensor or GM may request a third party to investigate and determine the cause and liability.

e) If Licensor determines GM is experiencing outages due to problems related to the Internet, GM shall not be entitled to any credit or other relief under this Agreement.

f) GM will be advised [*****] prior to the availability of any scheduled Supported Application enhancements that will significantly affect GM’s operating environment.

EXHIBIT 10.27.2+

EXHIBIT C

INFORMATION SECURITY REQUIREMENTS

[*****]

EXHIBIT 10.27.2+

Third Party Agreements

[*****]

EXHIBIT 10.27.2+

[*****]

EXHIBIT 10.27.2+

GENERAL MOTORS HOLDINGS LLC

Insurance Exhibit

Version 2.0 Dated 09/27/07

EXHIBIT 10.27.2+

[*****]

Page 1

- GM and Supplier Confidential -

Use, reproduction or disclosure restricted to authorized employees of GM and Supplier

EXHIBIT 10.27.3+

AMENDMENT 1 TO SERVICES AGREEMENT

This Amendment 1 (“Amendment 1”) to the Services Agreement is entered into as of December 5, 2014 (the “Amendment 1 Effective Date”) by and between Telenav, Inc. (hereinafter “Licensor”), a corporation duly organized and existing under the laws of the State of Delaware, and General Motors Holdings, LLC (hereinafter “Licensee” or “GM”), a limited liability company duly organized and existing under the laws of the State of Delaware.

BACKGROUND

Whereas, Licensor and GM entered into a Services Agreement on June 13, 2014, (the “Agreement”), under which Licensor contracted to provide Licensed Data and Services to GM; and

Whereas, Licensor and GM wish to amend the Agreement pursuant to the terms of this Amendment 1.

Now, Therefore, for and in consideration of the covenants and agreements set forth herein, Licensor and GM hereby agree as follows:

This Amendment 1 shall be read in conjunction with the Agreement. In the event of a conflict between any term of this Amendment 1 and the Agreement, the terms of this Amendment 1 shall control. Capitalized terms not specifically defined in this Amendment 1 shall have the meaning ascribed to them in the Agreement.


1.	Data License Agreement (“DLA”), Exhibit A Amended . Exhibit A (Statement of Work), Section 1.1 of the DLA is hereby deleted and replaced as follows:

“1.1 Objectives

The objective is to provide GM access to data elements that can be used to build/offer Location Based Services to GM customers on mobile, web, and in-vehicle applications. The LBS elements will minimally include:



[*****]	[*****]	[*****]
[*****]	[*****]	[*****]

“

DLA, Exhibit A Amended . Exhibit A (Statement of Work), at the end of Section 2.1.4 of the DLA, after “ Ø [*****] (i.e., [*****])”, add the following:

“ Ø [*****]

Ø [*****]

GM is responsible for determining the [*****] of a [*****] and restricting access of [*****] data to [*****]. GM is also responsible for reporting the number of such vehicles to Licensor, as outlined in Exhibit 5.1."


2.	DLA, Exhibit 5.1 Amended . Exhibit 5.1 (Pricing) of the DLA is hereby deleted and replaced in its entirety with Exhibit 5.1 attached hereto.


3.	Any provision of this Agreement not specifically modified by this Amendment 1 shall remain in full force and effect.

In Witness Whereof, the parties have caused this Amendment 1 to be signed below by their duly authorized representatives as of the Amendment 1 Effective Date set forth above.

Telenav, Inc. General Motors Holdings, LLC

By: /s/ Michael Strambi ________________________ By: /s/ Thomas C Heslip

Name: Michael Strambi ________________________ Name: Thomas C Heslip

Title: Chief Financial Officer _____________________ Title: Senior Buyer

Date: 12/4/14 Date: 12/5/2014

Amendment 1 to Services Agreement

EXHIBIT 10.27.3+



Exhibit 5.1
Pricing

Table 1: [***] Fees per [***]
[***] with subscriptions to Map and Route applications (as described in Exhibit A) for all GM countries (excluding [***] ):			$ [*****]
[*****] with subscriptions to Map and Route applications (as described in Exhibit A) for:
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
License Fee Reporting: On or before the [***] of each [*] , Licensee shall prepare and submit to Licensor a written report with separate line items by country for the total number of newly [*] ( [*] ) and [*] ( [*] ) [*] ( [*] ) made by GM and/or GM Affiliates with subscriptions to Maps / Search / Static Routing Directions / Traffic functionality developed by or on behalf of GM for the previous [*] . Each such subscription is associated with a [*] and entitles the [*] (up to [*] ) access to one or more applications via PC, mobile, tablet or vehicle devices. A [*] is considered [*] if an application or applications with Maps / Search / Static Routing Directions / Traffic functionality is [*] , or otherwise [*] to a [*] . Licensee is responsible for ensuring that such application subscriptions are only [*] to end users with a valid end user account linked to a [*] . For clarity, if more than one application is [*] by a [*] , that [*] shall only be counted [*] and no further reporting or fees are due for subsequent activations of applications. Following receipt of such report, Licensor shall invoice Licensee for the amounts due in accordance with the pricing in Table 1 and Licensee shall pay in accordance with [***] payment terms as specified in the applicable Purchase Order.

Amendment 1 to Services Agreement

EXHIBIT 10.27.4+

AMENDMENT 2 TO SERVICES AGREEMENT

This Amendment 2 (“Amendment 2”) to the Services Agreement is entered into as of March 18, 2015 (the “Amendment 2 Effective Date”) by and between Telenav, Inc. (hereinafter “Licensor”), a corporation duly organized and existing under the laws of the State of Delaware, and General Motors Holdings, LLC (hereinafter “Licensee” or “GM”), a limited liability company duly organized and existing under the laws of the State of Delaware.

BACKGROUND

Whereas, Licensor and GM entered into a Services Agreement on June 13, 2014, (the “Agreement”), and as amended by Amendment #1 effective December 5 ^th , 2014, under which Licensor contracted to provide Licensed Data and Services to GM; and

Whereas, Licensor and GM wish to amend the Agreement pursuant to the terms of this Amendment 2.

Now, Therefore, for and in consideration of the covenants and agreements set forth herein, Licensor and GM hereby agree as follows:

This Amendment 2 shall be read in conjunction with the Agreement. In the event of a conflict between any term of this Amendment 2 and the Agreement, the terms of this Amendment 2 shall control. Capitalized terms not specifically defined in this Amendment 2 shall have the meaning ascribed to them in the Agreement.


1.	Data License Agreement (“DLA”), 2.3 Grant of License Amended. Section 2.3 (Grant of License) (f) Demo Feature

•

Licensor hereby grants GM a non-exclusive, non-transferable, non-sublicensable, restricted right during the term of the Agreement to demonstrate the Licensed Data as part of a server based application to provide Map & Route Functionality (including but not limited to RemoteLink) to prospective customers and partners as further described in Appendix F. Such right may also be known as “demo feature”. Except as otherwise provided herein, GM agrees not to disclose or distribute such Licensed Data to any third parties.


2.	Data License Agreement (“DLA”), Exhibit A Amended . Exhibit A (Statement of Work), Appendix F (Demo Mode) of the DLA is hereby added as follows:

Appendix F - [*****]


•	The [***] provides the ability for GM Dealers, Connected Customer Specialists, PR teams etc. to [*] the [***] capabilities prior to a customer taking delivery of a vehicle or completing the actual registration of their vehicle with the application.


•	Every [***] and above app install (iOS or Android) will include this [***] .


•	The [***] will be available in [*] initially with future plans to support [*] and [***] markets.


•	The [***] will include a single set of [*] that can be used to create a [***] experience within the app.


•	The [***] will include a set of ‘ [*] ’ [*] tied to the above [*] that are used to [*] the user experience. There will be no [*] at the end of the [*] . The [*] will not include any data that can be used to identify an [*] or an [***] .


•	Location specific services within the [*****] :



[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]


•	Within [***] , there will be no [*] or [*] of the [*] or [*] of the [*] since it is purely intended to be a [*] experience, solely intended to [*] of the [***] .


•	By [***] , if GM does not [*] of the [*] that provides [*] in order to share such [*] with Licensor, this Amendment will [*] .GM & Telenav will [*] with the goal of [*] , by the [*] of [*] , an agreement on a [*] that will become effective in [***] .

Amendment 2 to Services Agreement


3.	DLA, Exhibit 5.1 Amended . Exhibit 5.1 (Pricing) of the DLA is hereby deleted and replaced in its entirety with Exhibit 5.1 attached hereto.


4.	Any provision of this Agreement not specifically modified by this Amendment 2 shall remain in full force and effect.

In Witness Whereof, the parties have caused this Amendment 2 to be signed below by their duly authorized representatives as of the Amendment 2 Effective Date set forth above.

Telenav, Inc. General Motors Holdings, LLC

By: /s/ Michael Strambi By: /s/ Philip Abram

Name: Michael Strambi Name: Philip Abram

Title: Chief Financial Officer Title: Chief Infotainment Ofc.

Date: 3/19/15 Date: 3/25/15

Amendment 2 to Services Agreement



Exhibit 5.1
Pricing

Table 1: [***] Fees per [***]
[***] with subscriptions to Map and Route applications (as described in Exhibit A) for all GM countries (excluding [***] ):			$ [*****]
[*****] with subscriptions to Map and Route applications (as described in Exhibit A) for:
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
• [*****]			$ [*****]
License Fee Reporting: On or before the [***] of each [*] , Licensee shall prepare and submit to Licensor a written report with separate line items by country for the total number of newly [*] ( [*] ) and [*] ( [*] ) [*] ( [*] ) made by GM and/or GM Affiliates with subscriptions to Maps / Search / Static Routing Directions / Traffic functionality developed by or on behalf of GM for the previous [*] . Each such subscription is associated with a [*] and entitles the [*] (up to [*] ) access to one or more applications via PC, mobile, tablet or vehicle devices. A [*] is considered [*] if an application or applications with Maps / Search / Static Routing Directions / Traffic functionality is [*] , or otherwise [*] to a [*] . Licensee is responsible for ensuring that such application subscriptions are only [*] to end users with a valid end user account linked to a [*] . For clarity, if more than one application is [*] by a [*] , that [*] shall only be counted once and no further reporting or fees are due for subsequent activations of applications. Following receipt of such report, Licensor shall invoice Licensee for the amounts due in accordance with the pricing in Table 1 and Licensee shall pay in accordance with [***] payment terms as specified in the applicable Purchase Order.
Table 2: Demo Mode
With respect to [***] (Appendix F) of Statement of Work: GM will pay Licensor $ [*] per [*] ($ [*] / [*] ) for [*] ( [*] ) and [*] . [*] – No [*] for [*] . By [*] , if GM does not install [*] of the [*] that provides [*] in order to share such [*] with Licensor, this Amendment will [***] .

Amendment 2 to Services Agreement

EXHIBIT 10.27.5+

AMENDMENT 3 TO SERVICES AGREEMENT

This Amendment 3 (“Amendment 3”) dated December 24, 2015 (“Amendment 3 Effective Date”) by and between Telenav, Inc. ( “Licensor”) and General Motors Holdings, LLC (“GM”) amends the Services Agreement dated June 13, 2014 (“Services Agreement”) as amended by Amendment #1 on December 5 ^th , 2014 and Amendment #2 on March 18 ^th , 2015 (collectively, the “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

BACKGROUND

Whereas, under the Agreement, Licensor provides Licensed Data and Services to GM; and

Whereas, Licensor and GM have agreed to amend certain terms contained in the exhibits and pricing under the Agreement, and to amend the Agreement to include certain updating changes, as reflected in this Amendment 3.

Now, therefore, in consideration of the covenants and agreements set forth herein, Licensor and GM hereby agree as follows:


1.	The text contained in Section 3.C of the Services Agreement entitled Taxes is deleted in its entirety and replaced with the following:


(i)	Definitions.

“Direct Tax” means any tax, fee, surcharge, or exaction of any other type which are legally imposed on Licensor by a tax authority, including any tax on or measured by Licensor’s income, gross receipts (including Ohio’s Commercial Activity Tax), capital, net worth, franchise, privilege, property or any employment-related tax imposed on Licensor.

“Tax” means Direct Tax, [*****], and any interest or penalty (or both) related to Direct Taxes or [*****].

[*****]

(ii)

Tax Cooperation. The Parties will work together in good faith to generate tax efficiencies and to minimize both Direct and [*****] related to this Contract. Except as provided in subsections (f) and (g), Licensor will invoice the GM entity that receives the product or Service, and Licensor will enter into any agreement necessary to ensure that the GM entity receiving the product or Service is the entity invoiced including working together to ensure delivery locations are correctly invoiced by product and/or service, including within the US. If GM is audited for or assessed any tax related to this Service Contract, Licensor will cooperate with GM, which includes any or all of the following: making relevant documents, records, or information available to GM (as reasonably requested by GM), filing any relevant tax returns, or contesting the imposition or assessment of any Tax.

(iii)

Direct Taxes. Licensor is responsible for its own Direct Taxes and may not charge or otherwise recover Direct Taxes from GM. If a jurisdiction requires GM to withhold Direct Tax from GM’s payment to Licensor , GM will provide Licensor appropriate documentation and Licensor will apply the Direct Tax withholding as a payment from GM to Licensor . In no event will GM “gross-up” any payment for withheld Direct Taxes.


(iv)	[*****]


(v)	[*****]

Amendment 1 to Services Agreement

(vi)

Licensor’s Subcontractor. Licensor will not rebill any Taxes charged through any of Licensor’s subcontracting suppliers/service providers or incurred by the Licensor in connection with the provision of products and/or Services under this Service Contract if such Tax is recoverable/creditable by Licensor or, if not, the Tax would have been recoverable/creditable had the rebills been structured through other entities (either the Licensor‘s or GM’s entities).

(vii)

Local Participation Agreement and/or Purchase Order. If a GM entity is located in the same country in which a Licensor entity sells or leases products or performs Services (“Local GM Entity” and “Local Licensor Entity;” together, the “Local Entities”), then the invoices and payment will be by and between the Local Entities at GM’s request. Such local participation agreement or local purchase order may be modified to comply with local laws.

(viii)

Cross-Border Invoicing. Notwithstanding anything in this Contract to the contrary, in the case where a GM entity is located in a country other than the country in which a Licensor entity sells or leases products or performs Services, invoices for such products and Services will be invoiced to and paid by a GM entity of GM’s choice, to the extent commercially feasible for Licensor. If such cases arises, a local participation agreement or local purchase order may be required and may be modified to comply with local laws..

(ix)

Property Taxes. Real and personal property taxes, assessments and other property-related levies should be the responsibility of the owner of the real or personal property. With respect to leases, Licensor will be responsible for reporting equipment leases to GM and remitting any personal property tax on leased equipment to the applicable taxing authority unless the Parties otherwise agree. Such taxes will be separately stated on the invoice with supporting detail provided by Licensor if required by GM.

(x)

Indemnity. Licensor agrees to pay and hold GM harmless for any Tax that may be imposed as result of the failure or delay by Licensor to comply with any tax legislation (law, rule or regulation) requirement. In case that GM is held jointly responsible for Licensor’s failure, Licensor will pay for any associated costs that GM must pay in relation to GM’s defense, including legal/consultant fees, administrative and/or judicial expenses as well any litigation costs, including the cost of any required guarantee, and/or deposit of a similar nature.

(xi)

Customs. Credits or benefits resulting or arising from this Contract, including trade credits, rebate credits, export credits or the refund of duties, taxes or fees, will belong to GM. Licensor will timely and accurately provide all information necessary (including written documentation and/or electronic transaction records) to permit GM to receive such benefits or credits, as well as to fulfill its import and, where required by this Service Contract, export customs related obligations, origin marking or labeling requirements and local content origin requirements, if any.

Licensor will undertake, in due time, such all necessary commercially reasonable arrangements or carry out all formalities to ensure the goods contained in this agreement are covered by any duty deferral or free trade zone program(s) of the country of import or secure eligibility for duty preferential treatment under any applicable trade agreement at the time the goods are imported. To the extent such goods are determined to not be eligible for duty preferential treatment after GM has filed a claim for such treatment, including determinations made after GM has filed a claim for such treatment, Licensor will reimburse GM any customs duty or fees that are imposed. Licensor and GM will cooperate with each other to enable each to more accurately determine its own duty liability and to minimize such liability to the extent legally permissible. Such cooperation includes, but is not limited to, the exchange of information necessary to establish the value of any prototypes or pre-production articles that either party moves across borders.

Licensor will ensure compliance with the recommendations or requirements of all applicable Authorized Economic Operator (AEO), governmental security/anti-terrorism and enhanced border release programs (including, without limitation, the United States’ Customs-Trade Partnership Against Terrorism (C-TPAT), Canada’s Partners in Protection initiative and Mexico’s Neuvo Esquema Empressa Certificadas (NECC) program). At request of GM or the appropriate Customs Authority, Seller will certify in writing its compliance with the foregoing.

Amendment 3 to Services Agreement

(xii)

Service Level Credits. Should Licensor receive any service level credits, and/or similar type incentive, either directly or indirectly from third party vendors for products and/or Services provided to GM, Licensor will apply a credit in GM’s favor to the charges for the relevant products and/or Services in an amount equal to the portion of the credits that are allocable to such products and/or Services. Licensor agrees to provide documentation in relation to these credits and the benefit provided to GM from these types of incentives.

(xiii)

Telecommunications Charges. Except to the extent that GM has provided Licensor with an appropriate exemption certificate or other documentation (e.g., USF resale certificate), GM will be responsible for Telecommunication Charges that lawfully apply to Services provided under this Service Contract only if Licensor informs GM of any and all Telecommunication Charges that apply in its documentation (such as GM’s request for quotation, purchase order, or Licensor’s quotation). GM will not be responsible for (and Licensor may not charge GM for) any Telecommunications Charges that are not provided in this manner from Licensor to the GM. Licensor will clearly identify Telecommunications Surcharges on its invoices to GM, and will keep Telecommunications Charges separate from Taxes.


2.	Appendix F to the Data License Agreement is here by deleted in its entirety and replaced with Appendix F attached hereto.


3.	The Exhibit to the Services Agreement entitled SOW BPO G002 ISP&C is hereby deleted in its entirety and replaced with the exhibit entitled Third Party Information Security Requirements attached hereto.


4.	The list of exhibits appearing on page 18 of the Services Agreement is deleted in its entirety and replaced with the following:

Statement of Work Exhibit

Service Levels Exhibit

Pricing and Compensation Exhibit

SOW BPO G001 GM Governance Model Exhibit

Third Party Agreements Exhibit

Third Party Information Security Requirements

Data License Agreement and Services

Exhibit A Statement of Work

Appendix A Country-Language Exhibit

Appendix B Map Data Responsibility

Appendix D Map Layer Requirements

Appendix E Map Data Attribute Requirements

Appendix F Demo Mode

Exhibit B Service Level Agreement

Exhibit C Change Control Procedure

Exhibit 2.3(a) Core Content Categories

Exhibit 2.3(c)(1) Developer Terms of Use

Attribution Exhibit

Exhibit 2.3(c)(2) Developer Terms of Use for GM

Attribution Exhibit

Exhibit 2.3(c)(3) End User Terms of Use

Exhibit 5.1 Pricing

Exhibit 7.1 Licensor’s Handling of Personally Identifiable Data

Software Services License Agreement

Exhibit A Licensed Service, Charges, Prices and Fees

Exhibit A-1 Statement of Work

Exhibit A-2 Technical Support

Exhibit A-3 Supplier Travel Guidelines

Amendment 3 to Services Agreement

Exhibit A-3 Telenav Proprietary Rights Litigation

Exhibit B Schedule of Electronic Services

Exhibit C Information Security Requirements

Insurance Exhibit


5.	Section 5.32 entitled Taxes of the Data License Agreement and Services is hereby deleted in its entirety and replaced with the text set forth under item 1 of this Amendment 3.


6.	Section 19, Taxes , of the Software Service License Agreement is hereby deleted in its entirety and replaced with the text set forth under item 1 of this Amendment 3.


7.	Exhibit 5.1 to the Data License Agreement and Services entitled Pricing is deleted in its entirety and replaced with Exhibit 5.1 attached hereto.


8.	Section 2.3 of the Data License Agreement is hereby deleted in its entirety and replaced with the following:

(d) Caching . Licensee may store a [*****] of Destination/Waypoint data for an [*****] as follows: up to [*****] Destination/Waypoints flagged by end user as “Favorites” and up to [*****] Destination/Waypoints flagged by end user as “Recents” on its servers. The cached Destination/Waypoint data for each end user may be accessed from Licensee’s server by such end user as part of end user’s destination selection. Notwithstanding the foregoing, the cached Destination/Waypoint data shall not be (a) accessible for purposes other than an end user’s personal use of the Destination/Waypoint data, (b) accessible other than for improving errors or missing data in third-party map data or (c) uploaded or downloaded in bulk. An [*****] of “Favorites” and “Recents” may be cached on a [*****] for the [*****] of the vehicle, provided the [*****] has been [*****] by Licensee for such [*****] in accordance with this Agreement.

Except as modified by this Amendment 3, the Agreement shall remain in full force and effect.

In Witness Whereof, the parties have caused this Amendment 3 to be signed below by their duly authorized representatives as of the Amendment 3 Effective Date set forth above.

Telenav, Inc. General Motors Holdings, LLC

By: /s/ Michael Strambi By: /s/ Michael C. Smith

Name: Michael Strambi Name: Michael C. Smith

Title: Chief Financial Officer Title: Buyer

Date: 12/18/15 Date: 12-24-15

Amendment 3 to Services Agreement

Appendix F to Data License and Services Agreement

[*****]


•	The [***] provides the ability for GM Dealers, Connected Customer Specialists, PR teams, etc. to [*] the [***] capabilities prior to a customer taking delivery of a vehicle or completing the actual registration of their vehicle with the application.


•	Every [***] and above app install (iOS or Android) will include the [***].


•	Initially, the [***] will be available in [*] initially with future plans to support [*] and [***] markets.


•	The [***] will include a single set of [*] that can be used to create a [***] experience within the app.


•	The [***] will include a set of ‘[*]’ [*] tied to the above [*] that are used to [*] the user experience. There will be no [*] at the end of the [*]. The [*] will not include any data that can be used to identify an [*] or an [***].


•	Location specific services within the [*****]:



[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]
[*****]	[*****]	[*****]	[*****]	[*****]


•	During [***] and through [*], there will be no [*] or [*] of the [*] or [*] of the [*] since it is intended to be solely a [*] experience to [*] of the [***].


•	GM and Licensor will [***] in reaching agreement by [*] for a [*] on [*] that will become effective during [*]. If GM has not installed [*] for the [*] that provides [*] that can be shared with Licensor on or before [*], the [*] will [***].

Amendment 3 to Services Agreement



Exhibit 5.1 to Data License and Services Agreement
Pricing

Table 1: [***] Fees per [***]
[***] with subscriptions to Map and Route applications (as described in Exhibit A) for all GM countries (excluding [***]):			$[*****]
[*****] with subscriptions to Map and Route applications (as described in Exhibit A) for:
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
• [*****]			$[*****]
License Fee Reporting: On or before the [***] of each [*], Licensee shall prepare and submit to Licensor a written report with separate line items by country for the total number of newly [*] [*]) and [*] ([*]) [*] ([*]) made by GM and/or GM Affiliates with subscriptions to Maps / Search / Static Routing Directions / Traffic functionality developed by or on behalf of GM for the previous [*]. Each such subscription is associated with a [*] and entitles the [*] (up to [*]) access to one or more applications via PC, mobile, tablet or vehicle devices. A [*] is considered [*] if an application or applications with Maps / Search / Static Routing Directions / Traffic functionality is [*], or otherwise [*] to a [*]. Licensee is responsible for ensuring that such application subscriptions are only [*] to end users with a valid end user account linked to a [*]. For clarity, if more than one application is [*] by a [*], that [*] shall only be counted once and no further reporting or fees are due for subsequent activations of applications. Following receipt of such report, Licensor shall invoice Licensee for the amounts due in accordance with the pricing in Table 1 and Licensee shall pay in accordance with [***] payment terms as specified in the applicable Purchase Order.
Table 2: Demo Mode
With respect to [***] (Appendix F) of Statement of Work: GM will pay Licensor $[*] per [*] ($[*]/[*]) for [*] ([*]) and [*]. [*] – No [*] for [*] and [*] of [*]. By [*], if GM does not install [*] of the [*] that provides [*] in order to share such [*] with Licensor, the [*] will [***].

Amendment 3 to Services Agreement

[*****]

Third Party Information Security Requirements

Amendment 3 to Services Agreement

EXHIBIT 10.27.6+

AMENDMENT 4 TO SERVICES AGREEMENT

This Amendment 4 (“Amendment 4”) dated May 30, 2016 (“Amendment 4 Effective Date”) by and between Telenav, Inc. ("Licensor") and General Motors Holdings, LLC ("GM' or "Licensee") amends the Services Agreement dated June 13, 2014 as amended by Amendment #1 on December 5, 2014, Amendment #2 on March 18, 2015, and Amendment #3 on December 24, 2015 (collectively, the “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

BACKGROUND

Whereas , Licensor provides data and services to GM as described in a Data License Agreement and Services ("DLA") and a Software Services License Agreement ("SaaS") together with their respective attachments, each of which is appended to and incorporated into the Agreement; and

Whereas, Licensor and GM have agreed to amend certain terms of the Agreement described in this Amendment 4.

Now, therefore, in consideration of the foregoing and for good and valuable consideration received and

acknowledged by the parties, Licensor and GM hereby agree as follows:


1.	Appendix F Demo Mode to the Statement of Work to the DLA is amended by deletion of the following text:


•	During [***] and through [*] , there will be no [*] or [*] of the [*] or the [*] of the of the [*] since it is intended to be solely a [*] experience to [*] of the [***] .


•	GM and Licensor will [***] in reaching agreement by [*] for a [*] on [*] that will become [*] during [*] . If GM has not installed [*] for the [*] that provides reasonable [*] that can be shared with Licensor [*] or [*] , the [*] will [***] .”


2.	Exhibit 5.1 Pricing to the DLA is amended by deletion of the following text:


•	“ [***] – No [*] for [*] and [*] of [*] . By [*] , if GM does not install [*] of the [*] that provides reasonable [*] in order to share such [*] with Licensor, the [*] will [***] .”

Except as modified by this Amendment 4, the Agreement shall remain in full force and effect

In Witness Whereof, the parties have caused this Amendment 4 to be signed below by their duly authorized representatives as of the Amendment 4 Effective Date.

Telenav, Inc. General Motors Holdings, LLC

By: /s/ Michael Strambi By: /s/ Michael Smith

Name: Michael Strambi Name: Michael Smith

Title: Chief Financial Officer Title: Buyer

Date: 4/8/16 Date: 5-3-16

Amendment 4 to Services Agreement

Exhibit 31.1

CERTIFICATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. HP Jin, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 9, 2018	By:	/s/ Dr. HP JIN
			DR. HP Jin
			President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Strambi, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 9, 2018	By:	/s/ MICHAEL STRAMBI
			Michael Strambi
			Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. HP Jin, the president and chief executive officer of Telenav, Inc. (the “Company”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the three months ended September 30, 2018 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 9, 2018	By:	/s/ Dr. HP JIN
			Dr. HP Jin
			President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Strambi, the chief financial officer of Telenav, Inc. (the “Company”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 9, 2018	By:	/s/ MICHAEL STRAMBI
			Michael Strambi
			Chief Financial Officer