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Exhibit 10.14.9+
AMENDMENT NO. 11
TO THE
LICENSE AND SERVICE AGREEMENT
THIS AMENDMENT NO. 11 effective as of December 6, 2011 (the “Amendment Eleven
Effective Date”) by and between TeleNav, Inc., a Delaware corporation with principal offices at 1130 Kifer Rd., Sunnyvale, CA 94086
(“LICENSOR”)
and AT&T Mobility LLC, a Delaware limited liability company with principal offices at 1055 Lenox Park Blvd., Atlanta, GA 30319
(“AT&T”) amends the License and Service Agreement dated as of March 19, 2008 between the Parties (“Agreement”). All capitalized terms not
otherwise defined herein will have the meanings ascribed to them in the Agreement.
RECITALS
WHEREAS, the parties have amended the Agreement by the:
WHEREAS, the Parties inadvertently skipped (and did not execute) a third or fifth amendment to the Agreement and nevertheless desire to
continue numbering amendments sequentially; and
WHEREAS2the Parties desire to amend the Agreement provide for the revenue share arrangements derived from certain mobile
commerce.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:
(a) “Effective as of the Amendment Eleven Effective Date, LICENSOR agrees to pay AT&T [*****] of the Net M-Commerce Revenue
generated from transaction fees derived within the Information Services set forth in Exhibit A of the Agreement, as amended (“Commerce
Revenue Share”). ‘Net M-Commerce Revenue’ means the net amount of transaction fees due to LICENSOR with respect to M-Commerce
sales generated from within the Information Services after payment of direct costs. ‘M-Commerce’
means sale of movie tickets, hotel rooms
and reservations made on OpenTable, all as approved by AT&T.” LICENSOR will remit payment to AT&T of the Commerce Revenue
Share in United States dollars [*****] days after the end of each month in U.S. dollars. LICENSOR will be solely responsible for collecting
any applicable sales, use, goods and service, value added, or other similar tax, under applicable law from End Users with respect to M-
Commerce and remitting the same to applicable taxing authorities. LICENSOR
1.
First Amendment dated as of November 13, 2008;
2.
Second Amendment dated as of November 20, 2008;
3.
Fourth Amendment dated as of June 16, 2009;
4.
Sixth Amendment dated as of October 13, 2009;
5.
Seventh Amendment dated as of October 27, 2009;
6.
Eighth Amendment dated as of November 16, 2009;
7.
Ninth Amendment dated as of April 13, 2010;
8.
Tenth Amendment dated as of January 18, 2011; and
1. Exhibit F . Exhibit F, Section 6 “Reverse Revenue Share” shall be amended by including the following new paragraph at the end of the
Section:
[*****]
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.