Amendment No. 5 effective as of March 24, 2011 to the License Agreement



 Exhibit 10.15.5 
 Agreement Number 000 1641-5 
 Amendment #5 to the
License Agreement No. 000 1641 
 between TomTom North America, Inc. and TeleNav, Inc. 

This is the fifth Amendment (“Amendment #5”) to the License Agreement No. 000 1641, dated July 1, 2009, (the “Agreement”)
between TomTom North America, Inc. (“TomTom”) and TeleNav, Inc. (“Licensee”) (collectively, the “Parties”). 

WHEREAS, the Parties have entered into the Agreement for TomTom’s data, and 
 WHEREAS, the Parties wish to amend such Agreement, 
 NOW, THEREFORE,
in consideration of the mutual undertakings and agreements hereinafter set forth, the Parties agree to amend the Agreement as follows: 
 1.
Schedule A, Subsection Premium TomTom Products, shall be amended to include the following: 
 ConnectPlusTM Uruguay

 Voice Maps North America – coverage for the United States and, Canada 

Voice Maps Mexico 

Voice Maps Points of Interest Mexico 
 Voice Maps Points of Interest North America – coverage of the United States and Canada 
 Voice Maps Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available 
 Voice Maps Points of Interest Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available 
 ConnectPlusTM Venezuela – when commercially available 

MultiNet® Venezuela – when commercially available 

Speed Profiles Mexico – when commercially available. 
 2. Schedule G, Subsection Value Added Product [*****], shall be amended to include the following in the list of Licensed TomTom Products used within the Value Added Product: 

ConnectPlusTM Uruguay 
 ConnectPlusTM Venezuela – when commercially available 

MultiNet® Venezuela – when commercially available 
 3. Schedule
G, Subsection Value Added Product [*****], shall be deleted and replaced with the following: 
 Value Added Product [*****] shall
be comprised of the following Licensed TomTom Products: 
 MultiNet® North America, coverage for the United States and Canada 

MultiNet® Mexico 
 Argentina and Uruguay Partner
Product 
 Chile Partner Product 
 ConnectPlus Brazil 
  

					
	TomTom             	  	TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 
1
	  	Licensee             
	CA_0000608_3	  	TomTom CONFIDENTIAL	  	









 Agreement Number 000 1641-5 

 

 MultiNet® Bahrain 
 MultiNet® Oman 
 MultiNet® Qatar 

MultiNet® Saudi Arabia 
 MultiNet® United Arab Emirates 
 MultiNet® Jordan – commencing upon commercial release

 MultiNet® Uruguay 
 MultiNet® Chile 
 MultiNet® Argentina 

MultiNet® Brazil 
 MultiNet® Kuwait 
 Local Points of Interest North America – coverage of the United States and Canada, available upon commercial release [*****] 

MultiNet® Voice Maps North America, coverage for the United States and Canada. 
 MultiNet®Voice Maps Mexico 

MultiNet® Voice Maps Points of Interest North America – coverage of the United States and Canada 
 Voice Maps Points of Interest Mexico 
 Voice Maps Latin America – coverage for
Argentina, Brazil, Chile and Uruguay, when commercially available 
 Voice Maps Points of Interest Latin America – coverage
for Argentina, Brazil, Chile and Uruguay, when commercially available 
 2D City Maps North America – coverage of the United
States and Canada 
 3D Landmarks North America, coverage for the United States and Canada 

3D Landmarks Mexico 
 MultiNet® Premium Points of Interest North America, coverage for
the United States and Canada. 
 Brand Icons, coverage as outlined in the product release notes. 

MultiNet® Premium Points of Interest Mexico. 
 MultiNet® Premium Points of Interest Argentina – commencing
upon commercial release 
 MultiNet® Premium Points of Interest Brazil – commencing upon commercial release 
 Speed Profiles North America, coverage for the United States and Canada. 
 Use is
restricted to the following two features: 
  

  
  

[*****] 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. 
  

					
	TomTom             	  	TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 2	  	Licensee             
	CA_0000608_3	  	TomTom CONFIDENTIAL	  	










 Agreement Number 000 1641-5 

 

 Average Speeds – [*****] value for [*****] speed, and a [*****]
value for [*****] speed, for each road element in MultiNet® (limited to coverage). 

Detailed Speed Profiles – a [*****] speed and a corresponding speed [*****] is provided for [*****] for the
[*****] road elements within MultiNet®. 
 Speed Profiles Mexico – when commercially available 
 Use is restricted to the
following two features: 
 Average Speeds –[*****] value for [*****] speed, and a [*****] value for
[*****] speed, for each road element in MultiNet® (limited to coverage). 

Detailed Speed Profiles – a [*****] speed and a corresponding speed [*****] is provided for [*****] for the
[*****] road elements within MultiNet®. 
 Voice Maps North America – coverage for the United States and, Canada 
 Voice
Maps Mexico 
 MultiNet® Voice Maps Points of Interest North America – coverage of the United States and Canada (VAP [*****]) 

Voice Maps Latin America – coverage for Argentina, Brazil, Chile and Uruguay, when commercially available (VAP [*****])

 ConnectPlusTM Venezuela – when commercially available 

MultiNet® Venezuela – when commercially available 
 Basic Map +
Extended Features + Voice Map (2-Way) & 3D Landmarks for: 
 US & Canada 

 

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 Base Map + Extended Features +
Voice Map (2-way) + Voice Map
POI + 3D Landmarks
	  	US/CAN	  	$[*****]/license

 MultiNet® Premium Points of Interest file including Brand Icons 
 This shall be in addition to the pricing above. 
  

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 Premium POIs, Brand Icons
	  	US/CAN	  	$[*****]/license

 US, Canada, Mexico 

 

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 Base Map + Extended Features +
Voice Maps (2-way) + Voice
Maps POI + 3D Landmarks
	  	US/CAN/MEX	  	$[*****]/license

 MultiNet® Premium Points of Interest file including Brand Icons 
 This shall be in addition to the pricing above. 
  

					
	 Licensed Product
	  	Coverage	  	Royalties
	 Premium POI’s & Brand Icons
	  	US/CAN/MEX	  	$[*****]/license


  
  

[*****] 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. 
  

					
	TomTom             	  	TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 3	  	Licensee             
	CA_0000608_3	  	TomTom CONFIDENTIAL	  	










 Agreement Number 000 1641-5 

 

 Mexico 

 

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 Base Map + Extended Features +
Voice Map (2-way) + Voice Map
POI + 3D Landmarks
	  	MEX	  	$[*****]/license

 MultiNet® Premium Points of Interest file including Brand Icons 
 This shall be in addition to the pricing above. 
  

					
	 Licensed Product
	  	Coverage	  	Royalties
	 Premium POI’s & Brand Icons
	  	MEX	  	$[*****]/license

 Speed Profiles 
 This shall be in addition to the pricing above. 
  

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 TomTom Speed Profiles (use of Average Speed only)
	  	US/CAN	  	$[*****]/license
	 TomTom Speed Profiles
	  	US/CAN	  	$[*****]/license
	 TomTom Speed Profiles (use of Average Speed only)
	  	US/CAN/MEX	  	$[*****]
	 TomTom Speed Profiles
	  	US/CAN/MEX	  	$[*****]
	 TomTom Speed Profiles (use of Average Speed only)
	  	MEX	  	$[*****]/license
	 TomTom Speed Profiles
	  	MEX	  	$[*****]/license

 2D CityMaps 
 This shall be in addition to the pricing above. 
  

					
	 Licensed TomTom Product
	  	Coverage	  	Royalties
	 2D CityMaps North America
	  	US/CAN	  	$[*****]/license
	 2D CityMaps North America
	  	MEX	  	$[*****]/license

 Rest of World 
  

					
	 Licensed TomTom Product
	  	Coverage	 	Royalties
	 Base Maps + Premium POI +
Brand Icons (when
commercially available)+ Voice
Maps (2-Way) + Voice
Maps
POI
	  	South America*	 	$[*****]/license
	 Base Maps
	  	Middle East**	 	$[*****]/license
	 Base Map
	  	Venezuela***	 	$[*****]/license

  

	*	Region South America: Base Maps, Premium POI and Voice Maps (2-way) coverage for Argentina, Brazil, Chile and Uruguay, as commercially available. Pricing is based on
the exclusive use of TomTom Base Map and Enhancement features for the [*****] Navigation platform for the Region South America, as coverage is defined above, for the term of this Agreement.


	**	Region Middle East: coverage for Bahrain, Jordan, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates Should Voice Maps and/or Premium Points of Interest become
available for the Middle East, the Licensed TomTom Products may be made available for a fee at a similar discount level. 


  
  

[*****] 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. 
  

					
	TomTom             	  	TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 4	  	Licensee             
	CA_0000608_3	  	TomTom CONFIDENTIAL	  	










 Agreement Number 000 1641-5 

 


	***	Should Voice Maps and/or Premium Points of Interest become available for Venezuela, the Licensed TomTom Products may be made available for a fee at a similar discount
level. 

 Additional Restrictions: 
 The above pricing is being offered exclusively for the [*****] Navigation platform. 

Pricing is based on the exclusive use of TomTom Base Map and Enhancement features for the [*****] Navigation platform for North America;
United States, Canada & Mexico for the term of this Agreement. 
 TomTom pricing requires exclusive
use of MultiNet® map data whenever other TomTom Premium products (3D Landmarks, Premium POIs, Voice Maps, Speed
Profiles, etc) are based on vehicle volume for the features listed above and previously quoted. 
 TomTom requires that the end
consumer system includes a copy protection and a VIN registration mechanism, such that the map media can clearly be assigned to only one (1) vehicle at a time. 
 4. Schedule G, Subsection Value Added Product G, shall be amended to include the following in the list of Licensed TomTom Products used within the Value Added Product: 

ConnectPlusTM Venezuela – when commercially available 

MultiNet® Venezuela – when commercially available 
 5. Except as
otherwise amended herein, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict in terms, this Amendment #5 shall take precedence over the Agreement and any previous amendment(s). 

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment #5 to be effective, valid and binding upon the Parties as of March 24,
2011. 
  

									
	TomTom North America, Inc.	 		 	TeleNav, Inc.
	 a California corporation
 11 Lafayette Street
 Lebanon, NH 03766-1445
	 		 	 a Delaware corporation
 1130 Kifer Road
 Sunnyvale, CA 94086

					
	By:	 	 /s/ M.M.A. van Gool
	 		 	By:	 	 /s/ Douglas S. Miller

	Name:	 	M.M.A. van Gool	 		 	Name:	 	Douglas S. Miller
	Title:	 	Managing Director, Business Unit Licensing	 		 	Title:	 	Chief Financial Officer
			
	Date: 6-12-2011	 		 	Date: 12/7/11


  
  

[*****] 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. 
  

					
	TomTom             	  	TeleNav, Inc. License Agreement, Amendment #5, 11/2011, pg. 5	  	Licensee             
	CA_0000608_3	  	TomTom CONFIDENTIAL