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Exhibit 10.13.8+
AMENDMENT NO. 7 TO SPRINT MASTER APPLICATION AND SERVICES AGREEMENT
This Amendment No. 7 (“Amendment No. 7”) to the Sprint Master Application and Services Agreement (“Agreement”)
effective April 08, 2013
(“Amendment No. 7 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.
The parties entered into Amendment No. 1 effective July 1, 2009.
The parties entered into Amendment No. 2 effective December 16, 2009.
The parties entered into an Addendum dated March 12, 2010.
The parties entered into Amendment No. 3 effective September 1, 2010.
The parties entered into Amendment No. 4 effective March 29, 2012.
The parties entered into Amendment No. 5 effective July 1, 2012.
The parties entered into Amendment No. 6 effective January 18, 2013.
The parties agree as follows:
The initial term of this Agreement will commence on the Effective Date and end December 31, 2015 (the “ Initial Term ”). This
Agreement will automatically renew (except Application 5) for additional twelve (12) month periods (each twelve (12) month
period is referred to as an “ Extension Term ”) unless terminated by written notice to the other Party at least ninety (90) days prior
to the expiration of the Initial Term or an Extension Term. Each Extension Term, together with the Initial Term is referred to as the
“ Term .”
Sprint will have the right to distribute Application 5, Product 5d, Sprint Navigation or TeleNav Basic to all Sprint subscribers on
the Sprint Network as part of a Bundled Offering, and will in addition have the right to distribute Product 5d to all Sprint
subscribers on the Boost Mobile and Virgin Mobile USA networks, in each case as part of Bundled Offerings through [*****]. At
Suppliers election, Supplier may provide Product 5b, as an alternative to Product 5d for any handset as an alternative product for
availability. As of the Effective Date of Amendment 7, Sprint has paid the Fixed License and Service Fee (related to Application 5)
to Company through [*****]. In the event the number of Sprint subscribers permitted to access Application 5 as part of a Bundled
Offering, exceeds [*****] in a calendar month during calendar year 2012 through [*****], for all incremental subscribers for that
month Sprint will pay to Supplier an amount to be agreed on a per subscriber basis, but not to exceed [*****] per subscriber per
month.
E.1 Extension Term for the Bundled Offering:
For a term of [*****] beginning [*****] and ending [*****] (the “Bundled Offering Extension Term”),
Sprint will have the right
to distribute Application 5, Product 5d, Sprint Navigation or TeleNav Basic on the Sprint Network as part of a Bundled Offering to
its customers, and will also have the right to distribute Product 5d to all customers on the Boost Mobile and Virgin Mobile USA
networks,
Sprint Confidential Information - Restricted 1
I.
Background
A.
The parties entered into the Agreement on January 30, 2009.
B.
The parties agree to modify the Agreement as set forth in this Amendment No. 7.
II.
Amendment
A.
The Agreement is amended by deleting Section 24.a in its entirety and replacing it as follows:
B.
Section 3.E of Exhibit D to the Agreement is hereby deleted and amended in its entirety as follows:
A.
Bundled Pricing for Application 5.
[*****]
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.