AMENDMENT NO. 19 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.

Exhibit 10.26.19+

AMENDMENT NO. 19

TO THE

SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT

BETWEEN

FORD MOTOR COMPANY AND TELENAV, INC.

THIS AMENDMENT NO. 19 (“Amendment”), effective as of December 1, 2015 (“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 Xxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, on behalf of itself and the Ford Related Companies, and Telenav, Inc. (formerly known as TeleNav, Inc.) (“Supplier” or “Telenav”), a Delaware corporation with its principal office at 000 Xx Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000, 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 wish to amend the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties agree as follows:

1. In Attachment V, Section 2c, delete “[*****]” in its entirety and replace it with the following pricing matrix:

Description		Value
[*****]	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
[*****]	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	[*****]	$[*****]
	Global NRE subtotal	$[*****]
[*****] as of 12/1/2015		$[*****]
	Grand Total	$[*****]

As of December 1, 2015, the parties agree that the “[*****]” referenced above accurately and completely reflect all [*****] program over payments.

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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			TELENAV, INC.
By:	/s/Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx Xxxxxxx
	(Signature)			(Signature)
Name:	Xxxxxxx Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
	(Printed Name)			(Printed Name)
Title:	Sync Software Buyer		Title:	Chief Financial Officer
Date:	12/17/2015		Date:	1/6/2016

[*****] 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.

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