TELENAV, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2009 • TNAV Holdings, Inc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 , and is between TeleNav, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LICENSE AND SERVICE AGREEMENTLicense and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc. • New York
THIS LICENSE AND SERVICE AGREEMENT is entered into as of the 19 day of March, 2008 (the “Effective Date”), by and between TELENAV, INC., a corporation incorporated under the laws of the State of Delaware, having its principal place of business at 1130 Kifer Road, Sunnyvale, CA 94086 (“LICENSOR”), and AT&T MOBILITY LLC, a Delaware limited liability company, having a place of business at 5565 Glenridge Connector Atlanta, GA 30342 (“AT&T”). Each of LICENSOR and AT&T may be referred to herein each as a “Party” and together, as the “Parties.”
AMENDMENT NO. 1 TO SPRINT MASTER APPLICATION AND SERVICES AGREEMENTSprint Master Application and Services Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Amendment No. 1 (“Amendment No. 1”) to the Sprint Master Application and Services Agreement (“Agreement”) effective July 1, 2009 (“Amendment No. 1 Effective Date”) is between Sprint United Management Company (“Sprint”), and Telenav Inc., a Delaware corporation (“Supplier”). Except as otherwise indicated, defined terms in this Amendment have the same meaning as in the Agreement.
SPRINT MASTER APPLICATION AND SERVICES AGREEMENTEscrow Agreement • October 30th, 2009 • TNAV Holdings, Inc. • Delaware
Fourth Amendment to License and Service AgreementLicense and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Fourth Amendment supplements the License and Service Agreement effective March 19, 2008 by and between TeleNav, Inc. (herein “LICENSOR”) and AT&T Mobility LLC (“AT&T”). LICENSOR and AT&T may be referred to individually as a “Party” or collectively as the “Parties”.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • October 30th, 2009 • TNAV Holdings, Inc.
This Severance Agreement and General Release (hereinafter referred to as “Agreement”) is made and entered into by and between Bill Bettencourt (hereinafter referred to as “Bettencourt”), and TeleNav, Inc. (hereinafter referred to as “Company”).
TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED AS OF April 14, 2009Investors’ Rights Agreement • October 30th, 2009 • TNAV Holdings, Inc. • California
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) dated as of April 14, 2009 (“Effective Date”) is being made and entered into by and among TeleNav, Inc., a Delaware corporation formerly known as Televigation, Inc. (the “Company”), and the parties listed in Exhibit A hereto (the “Preferred Holders”) and the individuals listed on Exhibit B hereto (the “Founders”) with reference to the following:
INDUSTRIAL/R&D LEASE AGREEMENT BetweenIndustrial Lease Agreement • October 30th, 2009 • TNAV Holdings, Inc.
THIS INDUSTRIAL LEASE AGREEMENT (hereinafter called the “Lease”) is made and entered into as of the date appearing on the first page hereof by and between the Landlord and Tenant identified above.
TELENAV, INC. HAIPING JIN EMPLOYMENT AGREEMENTHaiping Jin Employment Agreement • October 30th, 2009 • TNAV Holdings, Inc. • California
This Employment Agreement (the “Agreement”) is made and entered into by and between HaiPing Jin (“Executive”) and TeleNav, Inc. (the “Company”), effective as of October 28, 2009 (the “Effective Date”).
TELENAV, INC. [EXECUTIVE NAME] EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2009 • TNAV Holdings, Inc. • California
This Employment Agreement (the “Agreement”) is made and entered into by and between [Executive Name] (“Executive”) and TeleNav, Inc. (the “Company”), effective as of [Date] (the “Effective Date”).
Sixth Amendment to License and Service AgreementLicense and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Sixth Amendment supplements the License and Service Agreement effective March 19, 2008 by and between TeleNav, Inc. (herein “LICENSOR”) and AT&T Mobility LLC (“AT&T”). LICENSOR and AT&T may be referred to individually as a “Party” or collectively as the “Parties”.
FIFTH AMENDMENT TO THE DATA LICENSE AGREEMENTLicense Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Fifth Amendment (“Fifth Amendment”) to the Data License Agreement (“DLA”) and Territory License No. 1 thereto (“TL 1”), both dated December 1, 2002, by and between Navigation Technologies Corporation (“NTC”) and Televigation, Inc. (“Televigation”); which was subsequently assigned by NTC to NAVTEQ North America, LLC (“NT”) and by Televigation to TeleNav, Inc. (“LICENSEE” or “Client”) is made and entered into between NT and LICENSEE, as of the date of last signature below (“Amendment Effective Date”). The DLA and TL 1 shall collectively be referred to herein as the “Agreement”.
First Amendment to License and Service AgreementLicense and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This First Amendment supplements the License and Service Agreement effective March 19, 2008 by and between Telenav, Inc. (herein “Telenav”) and AT&T Mobility LLC (“AT&T”). Telenav and AT&T may be referred to individually as a “Party” or collectively as the “Parties”.
TELENAV, INC. LOREN HILLBERG EMPLOYMENT AGREEMENTLoren Hillberg Employment Agreement • October 30th, 2009 • TNAV Holdings, Inc. • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Loren E. Hillberg (“Executive”) and TeleNav, Inc. (the “Company”), effective as of October 28, 2009 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER OF TNAV HOLDINGS, INC. A DELAWARE CORPORATION AND TELENAV, INC. A DELAWARE CORPORATIONAgreement and Plan of Merger • October 30th, 2009 • TNAV Holdings, Inc.
THIS AGREEMENT AND PLAN OF MERGER dated as of — —, 20— , (the “Agreement”) is between TNAV Holdings, Inc., a Delaware corporation (“TNAV Holdings”) and TeleNav, Inc., a Delaware corporation (“TeleNav”). TNAV Holdings and TeleNav are sometimes referred to herein as the “Constituent Corporations.”
FIRST AMENDMENT TO LEASELease • October 30th, 2009 • TNAV Holdings, Inc. • California
This First Amendment to Lease (“Amendment”) is entered into as of October 27, 2006, by and between ROEDER FAMILY TRUST B (“Landlord”), and TELENAV, INC., a California corporation (“Tenant”), with reference to the following facts (“Recitals”):
THIRD AMENDMENT TO THE DATA LICENSE AGREEMENTThe Data License Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Third Amendment (“Third Amendment”) to the Data License Agreement (the “Agreement”) dated December 1, 2002 between Navigation Technologies Corporation (“NTC”) and Televigation, Inc. (“Licensee”), which was subsequently assigned by NTC to NAVTEQ North America, LLC (“NT”), is made and entered into between NT and LICENSEE, as of latest date of signature below.
8th AMENDMENT TO THE DATA LICENSE AGREEMENTThe Data License Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This 8th Amendment (“Eighth Amendment”) to the Data License Agreement (“DLA”), dated December 1, 2002, between Navigation Technologies Corporation (“NTC”) and TeleNav, Inc. (formerly known as Televigation, Inc.; collectively referred to herein as “Client” or “LICENSEE”), is made and entered into between Client, on the one hand, and NTNA and NAVTEQ Europe B.V. (collectively “NT” or “NAVTEQ”) as of the date of last signature below (“Eighth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Eighth Amendment shall have the meanings set forth in the Agreement or within each applicable TL.
SEVERANCE AGREEMENT AND GENERAL RELEASE AMENDMENTSeverance Agreement and General Release • October 30th, 2009 • TNAV Holdings, Inc.
This Amendment shall not modify any other portion of the Agreement and shall not amount to a material change in the terms and conditions of the Agreement or releases contained therein.
FOURTH AMENDMENT TO THE DATA LICENSE AGREEMENTThe Data License Agreement • October 30th, 2009 • TNAV Holdings, Inc.
This Fourth Amendment (“Fourth Amendment”) to the Data License Agreement (“DLA”), dated December 1, 2002, between Navigation Technologies Corporation (“NTC”) and Televigation, Inc. (“Televigation”), which was subsequently assigned by NTC to NAVTEQ North America, LLC (“NT”) and by Televigation to TeleNav, Inc. (“LICENSEE”) is made and entered into between NT and LICENSEE, as of the date of last signature below (“Fourth Amendment Effective Date”). The DLA and all associated Territory Licenses thereto shall collectively be referred to herein as the “Agreement”.
SECOND AMENDMENT TO THE LICENSE AND SERVICE AGREEMENTLicense and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc.
THIS SECOND AMENDMENT (Amendment #2), is made and entered into as of November 20, 2008 (“Amendment”) by and between by and between Telenav, Inc., a Delaware limited liability company, having its principal place of business at 1130 Kifer Road, Sunnyvale, CA 94086 (“Licensor”), and AT&T Mobility LLC (formerly known as Cingular Wireless LLC, “Cingular”), a limited liability company under the laws of Delaware, having a place of business at 1055 Lenox Park Blvd., Atlanta, GA 30319 ( “AT&T”) (collectively “the Parties”) and amends the License Service Agreement entered between Licensor and AT&T effective March 19, 2008 (the “Master Agreement”). For the purposes of this Amendment, all capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Master Agreement.
TELENAV, INC. DOUGLAS MILLER EMPLOYMENT AGREEMENTDouglas Miller Employment Agreement • October 30th, 2009 • TNAV Holdings, Inc. • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Douglas Miller (“Executive”) and TeleNav, Inc. (the “Company”), effective as of October 28, 2009 (the “Effective Date”).
