TeleNav, Inc. (Form: 10-Q, Received: 05/07/2012 17:14:07)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three months ended March 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34720

TELENAV, INC.

(Exact name of registrant as specified in its charter)

Delaware

77-0521800

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

950 De Guigne Drive

Sunnyvale, California 94085

(Address of principal executive offices) (Zip Code)

(408) 245-3800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 30, 2012, there were approximately 41,492,395 shares of the Registrant’s Common Stock outstanding.

TELENAV, INC.

TABLE OF CONTENTS


			Page No.
PART I. FINANCIAL INFORMATION				1

	Item 1.	Financial Statements		1

		Condensed Consolidated Balance Sheets		1

		Condensed Consolidated Statements of Income		2

		Condensed Consolidated Statements of Cash Flows		3

		Notes to Condensed Consolidated Financial Statements		4

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		23

	Item 4.	Controls and Procedures		23

PART II. OTHER INFORMATION				24

	Item 1.	Legal Proceedings		24

	Item 1A.	Risk Factors		27

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		44

	Item 6.	Exhibits		44

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements.

TELENAV, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)


	March 31, 2012		June 30, 2011 *
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	27,635	$	24,053
Short-term investments		182,179		179,257
Accounts receivable, net of allowances of $384 and $356 at March 31, 2012 and June 30, 2011, respectively		26,526		30,711
Deferred income taxes		1,676		2,951
Prepaid expenses and other current assets		13,431		9,654

Total current assets		251,447		246,626
Property and equipment, net		16,584		9,079
Deferred income taxes, non-current		1,607		1,589
Deposits and other assets		5,749		3,333

Total assets	$	275,387	$	260,627

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,577	$	3,176
Accrued compensation		8,409		7,847
Accrued royalties		7,761		4,154
Other accrued expenses		6,687		4,308
Deferred revenue		26,880		48,490
Income taxes payable		1,703		49

Total current liabilities		54,017		68,024
Deferred rent, non-current		7,785		8
Other long-term liabilities		4,014		4,129
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value: 50,000 shares authorized; no shares issued or outstanding		—		—
Common stock, $0.001 par value: 600,000 shares authorized; 43,918 shares issued and 41,452 shares outstanding at March 31, 2012; 42,984 shares issued and 41,823 shares outstanding at June 30, 2011		42		42
Additional paid-in capital		117,851		115,064
Accumulated other comprehensive income		419		537
Retained earnings		91,259		72,823

Total stockholders’ equity		209,571		188,466

Total liabilities and stockholders’ equity	$	275,387	$	260,627

*	Derived from audited consolidated financial statements as of and for the year ended June 30, 2011

See accompanying Notes to Condensed Consolidated Financial Statements.

TELENAV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Revenue	$	57,770	$	57,110	$	163,668	$	156,232
Cost of revenue		14,793		12,739		35,054		30,419

Gross profit		42,977		44,371		128,614		125,813

Operating expenses:
Research and development		17,848		14,239		51,638		40,739
Sales and marketing		8,839		6,699		24,689		17,229
General and administrative		5,473		5,701		17,514		14,170

Total operating expenses		32,160		26,639		93,841		72,138

Income from operations		10,817		17,732		34,773		53,675
Other income, net		467		305		1,467		750

Income before provision for income taxes		11,284		18,037		36,240		54,425
Provision for income taxes		3,933		6,872		10,462		20,862

Net income	$	7,351	$	11,165	$	25,778	$	33,563

Net income per share:
Basic	$	0.18	$	0.27	$	0.62	$	0.80

Diluted	$	0.17	$	0.25	$	0.58	$	0.75

Weighted average shares used in computing net income per share:
Basic		41,454		42,919		41,412		42,063

Diluted		43,579		45,181		44,208		44,936

See accompanying Notes to Condensed Consolidated Financial Statements.

TELENAV, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended March 31,
	2012			2011
Operating activities
Net income	$	25,778		$	33,563
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,025			7,449
Accretion of premium on short-term investments		3,416			1,500
Stock-based compensation expense		3,798			2,895
Write-off of capitalized software		—			691
Excess tax benefits from employee stock option plans		(799	)		(513	)
Changes in operating assets and liabilities:
Accounts receivable		4,185			9,569
Deferred income taxes		2,016			248
Prepaid expenses and other current assets		(3,763	)		(5,885	)
Other assets		(331	)		919
Accounts payable		(27	)		(35	)
Accrued compensation		562			(215	)
Accrued royalties		3,607			435
Accrued expenses and other liabilities		1,843			2,220
Income taxes payable		2,780			(361	)
Deferred rent		8,852			(223	)
Deferred revenue		(21,899	)		60,734

Net cash provided by operating activities		36,043			112,991

Investing activities
Purchases of property and equipment		(13,058	)		(4,074	)
Additions to capitalized software		(1,649	)		(884	)
Purchases of short-term investments		(112,820	)		(207,044	)
Purchase of long-term investments		(850	)		—
Proceeds from sales and maturities of short-term investments		106,462			34,454
Acquisitions, net of cash acquired		(1,768	)		—

Net cash used in investing activities		(23,683	)		(177,548	)

Financing activities
Proceeds from exercise of stock options		1,843			1,107
Repurchase of common stock		(11,322	)		(9,734	)
Excess tax benefit from employee stock option plans		799			513

Net cash used in financing activities		(8,680	)		(8,114	)

Effect of exchange rate changes on cash and cash equivalents		(98	)		(73	)

Net increase (decrease) in cash and cash equivalents		3,582			(72,744	)
Cash and cash equivalents, at beginning of period		24,053			112,862

Cash and cash equivalents, at end of period	$	27,635		$	40,118

Supplemental disclosure of cash flow information
Income taxes paid	$	6,870		$	20,636

See accompanying Notes to Condensed Consolidated Financial Statements.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements

1. Summary of business and significant accounting policies

Description of business

TeleNav, Inc., also referred to in this report as “we,” “our” or “us,” was incorporated in September 1999 in the State of Delaware. Our mission is to make people’s lives easier, less stressful, fun, and more productive when they are on the go. Our personalized navigation and location based services, or LBS, “get you and get you there” and help on-the-go people make daily decisions about “where to go, when to leave, how to get there, and what to do when they arrive”—and we make it possible across mobile devices, wireless carriers, connected cars, mobile applications and enterprises, both domestically and abroad. We operate in a single segment. Our fiscal year ends on June 30 and in this report we refer to the fiscal year ended June 30, 2011 as “fiscal 2011” and the fiscal year ending June 30, 2012 as “fiscal 2012.”

Basis of presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The condensed consolidated financial statements include the accounts of TeleNav, Inc. and our wholly owned subsidiaries in China, the United Kingdom and Brazil. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements include all adjustments (consisting only of normal recurring adjustments) that our management believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

Our condensed consolidated financial statements also include the financial results of Shanghai Jitu Software Development Ltd., or Jitu, located in China. Based on our contractual arrangements with the shareholders of Jitu, we have determined that Jitu is a variable interest entity, or VIE, for which we are the primary beneficiary and are required to consolidate in accordance with Accounting Standards Codification subtopic 810-10, or ASC 810-10, Consolidation: Overall . Despite our lack of technical ownership, there exists a parent-subsidiary relationship between TeleNav, Inc. and Jitu, whereby through contractual arrangement, the equity holders of Jitu have effectively assigned all of their voting rights underlying their equity interest in Jitu to us. In addition, through these agreements, we have the ability and intention to absorb all of the expected losses and profits of Jitu. The results of Jitu did not have a material impact on our overall operating results for the three and nine months ended March 31, 2012 and 2011.

The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for fiscal 2011, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011, or Form 10-K, filed on September 9, 2011 with the U.S. Securities and Exchange Commission (the “SEC”).

With the exception of our policies for long-lived assets and leases discussed below, there have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Form 10-K.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions made by us include the determination of revenue recognition and deferred revenue, the recoverability of accounts receivable, the fair value of stock awards issued, the determination of income taxes and the recoverability of deferred tax assets. Actual results could differ from those estimates.

Concentrations of risk and significant customers

Revenue related to services provided through Sprint Nextel Corporation, or Sprint, comprised 35% and 36% of revenue for the three months ended March 31, 2012 and 2011, respectively, and 37% and 43% of revenue for the nine months ended March 31, 2012 and 2011, respectively. Receivables due from Sprint were 5% and 6% of total accounts receivable at March 31, 2012 and June 30, 2011, respectively. Revenue related to services provided through AT&T Inc., or AT&T, comprised 34% of revenue for each of the three months ended March 31, 2012 and 2011, and 37% of revenue for the nine months ended March 31, 2012 and 2011. Receivables due from AT&T were 53% and 50% of total accounts receivable at March 31, 2012 and June 30, 2011, respectively. Revenue related to services provided through Ford Motor Company, or Ford, comprised 18% and 11% of revenue for the three and nine months ended March 31, 2012, respectively. As of March 31, 2012 and June 30, 2011, receivables due from Ford were 12% and 17% of total accounts receivable, respectively. No other customer represented 10% of our revenue or 10% of our accounts receivable for any period presented.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

Our map and points of interest, or POI, data were provided principally by TomTom North America, Inc., or TomTom Maps, and Navigation Technologies Corporation, or NAVTEQ, in the three and nine months ended March 31, 2012 and 2011. To date, we are not aware of circumstances that may impair either party’s intent or ability to continue providing such services to us.

Long-lived assets

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. We have not recorded any material impairment to our long-lived assets in any of the periods presented.

Leases

We lease our office facilities under operating lease agreements. Office facilities subject to an operating lease and the related lease payments are not recorded on our balance sheet. The terms of certain lease agreements provide for rental payments on a graduated basis; however, we recognize rent expense on a straight-line basis over the lease period in accordance with authoritative accounting guidance. Any lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. The lease term begins on the date we become legally obligated for the rent payments or when we take possession of the office space, whichever is earlier. As of March 31, 2012, we had a total of $8.7 million in deferred rent related to tenant improvement lease incentives and graduated rent payments recorded as liabilities on our balance sheet.

Comprehensive income

Comprehensive income consists of net income and other comprehensive income (loss), which includes cumulative foreign currency translation gains or losses and unrealized gains or losses on marketable securities, net of tax. Comprehensive income totaled $7.4 million and $11.3 million for the three months ended March 31, 2012 and 2011, respectively. Comprehensive income totaled $25.7 million and $33.6 million for the nine months ended March 31, 2012 and 2011, respectively.

Recent accounting pronouncements

There have been no new accounting pronouncements during the nine months ended March 31, 2012, with the exception of those discussed below, as compared to the recent accounting pronouncements described in our Form 10-K, that are of significance to us.

In June 2011, the Financial Accounting Standards Board, or FASB, issued amended guidance to require an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amended guidance eliminates the current option to present the components of other comprehensive income as part of the statement of equity. The amendment becomes effective retrospectively for our interim period ending September 30, 2012 and earlier adoption is permitted. The adoption of this guidance is not expected to have a material effect on our consolidated financial statements.

In December 2011, the FASB issued guidance that defers the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income adopted in its June 2011 guidance. This guidance becomes effective retrospectively for our interim period ending September 30, 2012 and earlier adoption is permitted. The adoption of this guidance is not expected to have a material effect on our consolidated financial statements.

2. Net income per share

Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options using the treasury-stock method.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

The following table presents the calculation of basic and diluted net income per share (in thousands, except per share amounts):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Net income	$	7,351	$	11,165	$	25,778	$	33,563

Shares used in computing net income per share:
Basic:
Weighted average common shares used in computing basic net income per share		41,454		41,919		41,412		42,063

Diluted:
Weighted average common shares used in computing basic net income per share		41,454		41,919		41,412		42,063
Add weighted average effect of dilutive securities:
Stock options		2,125		3,262		2,796		2,873

Weighted average common shares used in computing diluted net income per share		43,579		45,181		44,208		44,936

Net income per share:
Basic	$	0.18	$	0.27	$	0.62	$	0.80

Diluted	$	0.17	$	0.25	$	0.58	$	0.75

The following outstanding shares subject to options were excluded from the computation of diluted net income per share for the periods presented because including them would have had an antidilutive effect (in thousands):

Three Months Ended
March 31,

Nine Months Ended
March 31,

2012

2011

2012

2011

Options to purchase common stock

2,117

1,159

1,235

1,236

3. Cash, cash equivalents and short-term investments

Cash and cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase, including money market funds. Short-term investments consist of readily marketable securities with a remaining maturity of more than three months from the date of purchase. We classify all of our cash equivalents and short-term investments as “available for sale,” as these investments are free of trading restrictions. These marketable securities are carried at fair value, with the unrealized gains and losses, net of tax, reported as accumulated other comprehensive income and included as a separate component of stockholders’ equity. Gains and losses are recognized when realized. When we have determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in earnings. Gains and losses are determined using the specific identification method. We had no material realized gains or losses in the three or nine months ended March 31, 2012 and 2011.

Cash, cash equivalents and short-term investments consisted of the following as of March 31, 2012 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash	$	16,320	$	—	$	—		$	16,320

Cash equivalents:
Money market mutual funds		4,416		—		—			4,416
Commercial paper		6,899		—		—			6,899

Total cash equivalents		11,315		—		—			11,315

Total cash and cash equivalents		27,635		—		—			27,635

Short-term securities:
Asset-backed securities		1,009		1		—			1,010
Certificates of deposit		2,750		1		(1	)		2,750
Municipal securities		142,397		252		(38	)		142,611
Commercial paper		6,162		2		(2	)		6,162
Corporate bonds		29,571		91		(16	)		29,646

Total short-term investments		181,889		347		(57	)		182,179

Cash, cash equivalents and short-term investments	$	209,524	$	347	$	(57	)	$	209,814

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

Cash, cash equivalents and short-term investments consisted of the following as of June 30, 2011 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash	$	18,900	$	—	$	—		$	18,900

Cash equivalents:
Money market mutual funds		5,153		—		—			5,153

Total cash equivalents		5,153		—		—			5,153

Total cash and cash equivalents		24,053		—		—			24,053

Short-term investments:
Asset-backed securities		1,032		—		(3	)		1,029
Certificates of deposit		2,750		1		—			2,751
Municipal securities		140,705		244		—			140,949
Commercial paper		11,092		3		—			11,095
Corporate bonds		23,357		76		—			23,433

Total short-term investments		178,936		324		(3	)		179,257

Cash, cash equivalents and short-term investments	$	202,989	$	324	$	(3	)	$	203,310

The following table summarizes the cost and estimated fair value of short-term fixed income securities classified as short-term investments based on stated maturities as of March 31, 2012 (in thousands):


	Amortized Cost		Estimated Fair Value
Due within one year	$	105,132	$	105,316
Due within two years		52,623		52,750
Due after two years		24,134		24,113

Total	$	181,889	$	182,179

Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of other income, net. In order to determine whether a decline in value is other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. As of March 31, 2012, we did not consider any of our investments to be other-than-temporarily impaired.

4. Fair value of financial instruments

We measure certain financial instruments at fair value on a recurring basis. We have established a hierarchy, which consists of three levels, for disclosure of the inputs used to determine the fair value of our financial instruments.

Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities.

Level 2 valuations are based on inputs that are observable, either directly or indirectly, other than quoted prices included within Level 1. Such inputs used in determining fair value for Level 2 valuations include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Where applicable, we use quoted prices in active markets for similar assets to determine fair value of Level 2 short-term investments. If quoted prices in active markets for similar assets are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly. If quoted prices for similar assets are not available, we use third party valuations utilizing underlying assets assumptions.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

Level 3 valuations are based on information that is unobservable and significant to the overall fair value measurement. All of our cash equivalents and short-term investments are classified within Level 1 or Level 2. The fair values of these financial instruments were determined using the following inputs at March 31, 2012 (in thousands):


	Fair Value Measurements at March 31, 2012 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Description
Cash equivalents:
Money market mutual funds	$	4,416	$	4,416	$	—	$	—
Commercial paper		6,899		—		6,899		—

Total cash equivalents		11,315		4,416		6,899		—

Short-term investments:
Asset-backed securities		1,010		—		1,010		—
Certificates of deposit		2,750		—		2,750		—
Municipal securities		142,611		—		142,611		—
Commercial paper		6,162		—		6,162		—
Corporate bonds		29,646		—		29,646		—

Total short-term investments		182,179		—		182,179		—

Cash equivalents and short-term investments	$	193,494	$	4,416	$	189,078	$	—

The fair values of our financial instruments were determined using the following inputs at June 30, 2011 (in thousands):


	Fair Value Measurements at June 30, 2011 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Description
Cash equivalents:
Money market mutual funds	$	5,153	$	5,153	$	—	$	—

Total cash equivalents		5,153		5,153		—		—

Short-term investments:
Asset-backed securities		1,029		—		1,029		—
Certificates of deposit		2,751		—		2,751		—
Municipal securities		140,949		—		140,949		—
Commercial paper		11,095		—		11,095		—
Corporate bonds		23,433		—		23,433		—

Total short-term investments		179,257		—		179,257		—

Cash equivalents and short-term investments	$	184,410	$	5,153	$	179,257	$	—

We did not have any financial liabilities measured at fair value on a recurring basis as of March 31, 2012 or June 30, 2011.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

5. Commitments and contingencies

Operating lease and purchase obligations

As of March 31, 2012, we had future minimum non-cancelable financial commitments primarily related to office space under non-cancelable operating leases and license fees due to certain of our third party content providers, regardless of usage level. The aggregate future minimum commitments were comprised of the following (in thousands):


	Payments due by period
	Total		Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016		Thereafter
Operating lease obligations	$	31,531	$	578	$	3,356	$	5,004	$	4,192	$	3,962	$	14,439
Purchase obligations		13,987		4,437		8,011		1,410		129		—		—

Total contractual obligations	$	45,518	$	5,015	$	11,367	$	6,414	$	4,321	$	3,962	$	14,439

Contingencies

From time to time, we may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. When we believe a loss or a cost of indemnification is probable and can be reasonably estimated, we accrue the estimated loss or cost of indemnification in our consolidated financial statements. Where the outcome of these matters is not determinable, we do not make a provision in our financial statements until the loss or cost of indemnification, if any, is probable and can be reasonably estimated or the outcome becomes known. We expense legal fees related to these matters as they are incurred.

On November 17, 2009, WRE-Hol, LLC, or WRE-Hol, filed a complaint against us in the U.S. District Court for the Western District of Washington (Case No. 2:09-cv-01642-MJP). The lawsuit alleges that certain of our products and/or services infringe U.S. Patent No. 7,149,625, and that we induce infringement and contribute to the infringement of U.S. Patent No. 7,149,625 by others. According to the patent, the invention generally relates to a system and method for providing navigation and automated guidance to a mobile user. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On November 27, 2009, WRE-Hol served the complaint on us. On January 25, 2010, we answered the WRE-Hol complaint asserting that the patent-in-suit is not infringed and is invalid and unenforceable. On March 11, 2010, WRE-Hol amended its complaint to add a new defendant, and we subsequently answered, repeating our assertions that the patent-in-suit is not infringed and is invalid and unenforceable. On April 27, 2010, we filed a reexamination request for all of the claims of the asserted patent before the U.S. Patent and Trademark Office. On April 29, 2010, we filed a motion to stay the litigation pending the reexamination. On May 3, 2010, WRE-Hol filed a motion for leave to amend the complaint against us, seeking to add claims for misappropriation of trade secrets against us and our founders, Y.C. Chao, Dr. HP Jin and Robert Rennard. WRE-Hol’s motion for leave to amend also seeks to add a breach of contract claim against us and a claim for wrongful inventorship involving two of our patents, requesting a declaratory judgment that a WRE-Hol inventor be named as an inventor on these patents. On July 19, 2010, the U.S. Patent and Trademark Office issued an order granting inter partes reexamination of all 51 claims of the WRE-Hol ‘625 patent. On July 23, 2010, the district court issued an order granting WRE-Hol’s motion for leave to amend its complaint, but at the same time stayed the entire litigation pending completion of the reexamination. The stay of the litigation extends to the new claims the Court allowed. On September 13, 2010, the U.S. Patent and Trademark Office rejected 44 of the 51 WRE-Hol patent claims in a non-final first office action and confirmed seven of the 51 claims. On November 15, 2010, WRE-Hol responded to the office action, canceling some claims and adding others. On December 15, 2010, we responded to the office action and WRE-Hol’s response. On April 4, 2011, the U.S. Patent and Trademark Office rejected WRE-Hol’s November 15, 2010 office action response, and gave WRE-Hol 30 days to file a corrected response. WRE-Hol filed its corrected response on May 4, 2011. On June 2, 2011, we responded to WRE-Hol’s filing. On November 15, 2011, the U.S. Patent and Trademark Office issued an Action Closing Prosecution, rejecting 44 and confirming seven out of 51 claims subject to reexamination. On November 21, 2011, WRE-Hol filed a Motion to Lift Stay and Enter Amended Scheduling Order. On December 27, 2011, the Court denied WRE-Hol’s Motion. On February 27, 2012 TeleNav filed a Notice of Appeal with the U.S. Patent and Trademark Office, appealing the Examiner’s findings regarding the confirmed claims of the patent-in-suit. On March 15, 2012, TeleNav filed with the U.S. Patent and Trademark Office a reexamination request for all surviving claims of the asserted patent. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this lawsuit on our financial condition, results of operations, or cash flows.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

No. 5,987,377 by others. According to the patent, the invention generally relates to a navigation system that determines an expected time of arrival. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. Verizon Wireless was named as a co-defendant in the Vehicle IP litigation based on the VZ Navigator product and has demanded that we

indemnify and defend Verizon against Vehicle IP. AT&T was also named as a co-defendant in the Vehicle IP litigation based on the AT&T Navigator product. AT&T has tendered the defense of the litigation to us and we are defending the case on behalf of AT&T. The Court conducted a scheduling conference for the litigation on February 7, 2011 and set a jury trial date for November 5, 2012. The Court held a claim construction hearing on October 28, 2011. On December 12, 2011, the Court issued its claim construction ruling. On January 11, 2012, the parties filed a Stipulation and Proposed Order to Vacate Case Schedule to Focus on Early Dispositive Motions. The Order, which was entered by the Court on January 12, 2012, permits the TCS and TeleNav Defendants to file early case-dispositive Motions for Summary Judgment of Noninfringement and postpones the current case schedule pending the resolution of those motions. The hearing on these Summary Judgment motions is scheduled for May 18, 2012. Due to the uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this lawsuit on our financial condition, results of operations, or cash flows.

On April 30, 2010, Traffic Information, LLC filed a complaint against us in the U.S. District Court for the Eastern District of Texas (Case No. 2:10-cv-00145-TJW). The lawsuit alleges that certain of our products and/or services infringe U.S. Patent No. 6,785,606, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,785,606 by others. According to the patent, the invention generally relates to a system for providing traffic information to a plurality of mobile users connected to a network. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On May 28, 2010, Traffic Information, LLC filed an amended complaint, adding a new claim that certain of our products and/or services infringe U.S. Patent No. 6,466,862, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,466,862 by others. According to the patent, the invention generally relates to a system for providing traffic information to a plurality of mobile users connected to a network. The amended complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On March 14, 2011, we answered the Traffic Information amended complaint asserting that the patents-in-suit are not infringed and are invalid. On October 6, 2011, Traffic Information, LLC filed a second amended complaint, dropping the claim relating to U.S. Patent No. 6,785,606 but continuing to assert that certain of our products and/or services infringe U.S. Patent No. 6,466,862, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,466,862 by others. The second amended complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On October 4, 2011, the case was reassigned to Chief Judge David Folsom. On October 31, 2011, we filed an answer to the second amended complaint asserting that the patent-in-suit is not infringed and is invalid. On December 20, 2011, the case was reassigned to Judge Rodney Gilstrap. On February 22, 2012 the case was reassigned to Judge Michael H. Schneider. On March 27, 2012, Defendants filed with the Court a Motion to Stay Pending Ex Parte Reexamination. Currently, the case is scheduled for a claim construction hearing on September 25, 2012 and a trial in May 2013. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

On September 2, 2010, a purported stockholder class action was filed by David Smith in the United States District Court for the Northern District of California (Case No. 3:10-CV-03942-SC) against us, certain of our officers and directors, and certain of our underwriters for our May 13, 2010 IPO, alleging violations of Sections 11 and 15 of the Securities Act. On March 21, 2011, plaintiff filed an amended complaint purporting to be brought on behalf of all persons who acquired shares of our common stock pursuant to our IPO and alleging that we, certain of our officers and directors, and certain of our underwriters for the IPO violated the Securities Act by issuing the Registration Statement and Prospectus, which the plaintiff alleges contained material misstatements and omissions in violation of Sections 11, 12(a)(2) and 15 of the Securities Act. The amended complaint sought class certification, compensatory damages, attorneys’ fees and costs, rescission or a rescissory measure of damages, equitable and/or injunctive relief, and such other relief as the court may deem proper. We filed a motion to dismiss plaintiff’s amended complaint on May 4, 2011. On June 2, 2011, following a successful mediation between the parties, the Court entered a stipulation and order regarding settlement and staying all proceedings. On November 15, 2011, the Court entered an Order Preliminarily Approving Settlement and Providing for Notice. On February 24, 2012 the Court held a Settlement Hearing and at the hearing requested that plaintiff provide additional information regarding the claim forms submitted by class members. On March 19, 2012, the Court requested that plaintiff submit supplemental briefing on the same topic. If approved, the settlement will include a payment of $3.8 million to resolve all claims as to all defendants to the litigation. The entire settlement amount will be paid by our insurance carrier. We do not anticipate any liability as a result of this matter.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

On September 9, 2011, Parallel Iron, LLC, or Parallel Iron, filed a complaint against us and 14 other defendants in the United States District Court for the District of Delaware (Case No. 11-cv-799), alleging infringement of U.S. Patent No. 7,415,565, and seeking a permanent injunction, damages and attorneys’ fees should judgment be found in its favor. On November 4, 2011, we answered the complaint asserting that the patent-in-suit is not infringed and is invalid and unenforceable. The case has been reassigned to Judge Richard Andrews and is scheduled for a claim construction hearing on March 14, 2013 and for trial on June 9, 2014. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

In addition, we have received, and expect to continue to receive, demands for indemnification from our customers, which demands can be very expensive to settle or defend, and we have in the past offered to contribute to settlement amounts and incurred legal fees in connection with certain of these indemnity demands. A number of these indemnity demands, including demands relating to pending litigation, remain outstanding and unresolved as of the date of this Form 10-Q. Furthermore, in response to these demands we may be required to assume control of and bear all costs associated with the defense of our customers in compliance with our contractual commitments. With the exception of the Levine matter, we are not a party to the following cases; however our customers have requested that we indemnify them in connection with such cases:

In 2008, Alltel, AT&T, Sprint and T-Mobile USA, or T-Mobile, each demanded that we indemnify and defend them against lawsuits brought by patent holding companies EMSAT Advanced Geo-Location Technology LLC and Location Based Services LLC (collectively, “EMSAT”), in the Northern District of Ohio (Case Nos. 4:08-cv-822, 4:08-cv-821, 4:08-cv- 817, 4:08-cv-818). The lawsuits allege that the delivery of wireless telephone services infringes U.S. Patents Nos. 5,946,611, 6,324,404, 6,847,822 and 7,289,763 and seek unspecified damages. In 2009, after T-Mobile also sought indemnification and defense from Google, Inc., Google intervened in the T-Mobile litigation. After claim construction and related motion practice, EMSAT agreed to dismiss all claims against Google in at least the T-Mobile suit, and in March 2011, EMSAT and AT&T settled their claims. By March 2011, all the EMSAT cases were either dismissed or stayed until the U.S. Patent & Trademark Office completes its reexamination of the validity of the patents at issue. Due to uncertainties related to litigation, we are unable at this time to evaluate the likelihood of either a favorable or unfavorable outcome. We have arbitrated with and compensated one carrier for our defense obligations, without a negative effect on our financial condition, results of operations, or cash flows. We have not yet determined the extent of our defense obligations to the other wireless carriers. We believe that it is reasonably possible that we will incur additional loss; however, we cannot currently estimate a range of other possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the overall effects of these cases on our financial condition, results of operations, or cash flows.

In March 2009, AT&T demanded that we indemnify and defend them against a lawsuit brought by Tendler Cellular of Texas LLC in the Eastern District of Texas (Case No. 6:09-cv-0115) alleging that the wireless carriers infringe U.S. Patent No. 7,447,508 in connection with the delivery of certain LBS as part of their wireless telephone services and seeking unspecified damages. Tendler Cellular of Texas is a patent holding company. In May 2009, AT&T responded to the allegations, filing an answer that the patent-in-suit is not infringed, is invalid and unenforceable. In June 2010, AT&T settled its claims with Tendler and we came to an agreement with AT&T as to the extent of our contribution towards AT&T’s settlement; however, there continues to be a disagreement as to any additional amounts that might be provided to AT&T as it relates to legal fees and expenses related to the defense of the matter. We believe that it is reasonably possible that we will incur additional loss; however, we cannot currently estimate a range of other possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the overall effects on our financial condition, results of operations, or cash flows.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

On January 10, 2011, the Court held a status conference. On January 14, 2011, the defendants filed a motion to modify the schedule to move the claim construction hearing and trial date to June 2012 and November 2012, respectively. On April 11, 2011, the Court granted-in-part the defendants’ motion, keeping the claim construction hearing in December 2011 but moving the trial date to August 6, 2012. On June 16, 2011, we moved to intervene in the Levine litigation in the Eastern District of Texas. On June 27, 2011, Research In Motion was dismissed from the case based on a confidential license and settlement agreement. On June 29, 2011, the Court granted our motion to intervene. On July 14, 2011, Levine filed an answer and counterclaim to our declaratory judgment complaint in intervention, asserting patent infringement claims against us based on Levine’s previous allegations against Sprint, T-Mobile and AT&T. On August 4, 2011, we answered Levine’s counterclaims of patent infringement. On September 30, 2011, the judge assigned to the case, Magistrate Judge Charles Everingham, retired from the bench. On October 4, 2011, the case was reassigned to Chief Judge David Folsom. On October 14, 2011 the defendants filed a Motion for Partial Summary Judgment of Invalidity Based on Indefiniteness of Certain Claims of U.S. Patent Nos. 6,140,943 and 6,243,030. On November 14, 2011, the claim construction hearing was moved to January 25, 2012. On December 20, 2011, the case was reassigned to Judge Rodney Gilstrap. On January 4, 2012, Judge Gilstrap recused himself and the case was reassigned to Judge Folsom. The hearings on claim construction and the defendants’ Motion for Partial Summary Judgment of Invalidity were held on January 25, 2012. On February 3, 2012, the Court issued its Claim Construction Order and denied the defendants’ Motion of Partial Summary Judgment of Invalidity. On February 22, 2012, the case was reassigned to Judge Michael Schneider. On March 19, 2012, the Court issued an order modifying the case schedule. The Pre-trial conference is currently set for January 2013. Due to the uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

While we presently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows or overall trends in results of operations, legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. Nevertheless, were unfavorable final outcomes to occur, there exists the possibility of a material adverse impact on our business, financial position, cash flows or overall trends in results of operations.

6. Guarantees and indemnifications

Our agreements with our wireless carrier, automobile manufacturer and original equipment manufacturer, or OEM, customers that offer our LBS generally include certain provisions for indemnifying them against liabilities if our LBS infringe a third party’s intellectual property rights or for other specified matters. We have in the past received indemnification requests or notices of their intent to seek indemnification in the future from our customers with respect to specific litigation claims in which our customers have been named as defendants. To date, we have not incurred material costs and do not have material liabilities related to such obligations recorded in our condensed consolidated financial statements.

We have agreed to indemnify our directors, officers and certain other employees for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon the termination of their services with us, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited. We have a directors and officers insurance policy that limits our potential exposure. We believe that any financial exposure related to these indemnification agreements is not material. We had not recorded any liabilities for these agreements as of March 31, 2012 and June 30, 2011.

7. Stock-based compensation

Under our 2002 Executive Stock Option Plan and 2009 Equity Incentive Plan, eligible employees, directors and consultants are able to participate in our future performance through awards of nonqualified stock options, incentive stock options and restricted stock units through the receipt of such awards as authorized by our board of directors. Incentive stock options may be granted only to employees to purchase our common stock at prices equal to or greater than the fair market value on the date of grant. Nonqualified stock options to purchase our common stock may be granted at prices not less than 85% of the fair market value on the date of grant. Options generally vest over four years and generally expire 10 years from the date of grant.

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

Stock option activity for the nine months ended March 31, 2012 was as follows (in thousands):


	Number of Shares
Options outstanding as of June 30, 2011		7,187
Granted		1,177
Exercised		(923	)
Cancelled		(409	)

Options outstanding as of March 31, 2012		7,032

Information regarding stock options outstanding at March 31, 2012 is summarized below:


	Number of Shares (thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (thousands)
Options outstanding		7,032	$	5.53		7.04	$	16,364
Options vested and expected to vest		6,752	$	5.42		6.97	$	16,274
Options exercisable		3,877	$	3.59		5.73	$	14,921

During the nine months ended March 31, 2012, we granted restricted stock units totaling 15,000 shares, which vest after one year. As of March 31, 2012, restricted stock units outstanding totaled 52,999 shares with a weighted average remaining contractual life of 0.83 year and an aggregate intrinsic value of $372,000. Restricted stock units vested and expected to vest totaled 49,967 shares with a weighted average remaining contractual life of 0.81 year and an aggregate intrinsic value of $351,000.

As of March 31, 2012 and June 30, 2011, there were a total of approximately 1,286,000 and 402,000 shares available for grant under our stock option and equity incentive plans.

The following table summarizes the stock-based compensation expense recorded for stock options and restricted stock units issued to employees and nonemployees (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Cost of revenue	$	21	$	23	$	68	$	70
Research and development		623		502		1,863		1,420
Selling and marketing		312		291		846		671
General and administrative		351		320		1,021		734

Total stock-based compensation expense	$	1,307	$	1,136	$	3,798	$	2,895

We use the Black-Scholes pricing model to determine the fair value of stock-based awards. The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The weighted average assumptions used to value stock-based awards granted during the three and nine months ended March 31, 2012 and 2011 were as follows:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Expected volatility		65	%		56	%		64	%		55	%
Expected term (in years)		4.50			4.50			4.50			4.50
Risk-free interest rate		0.74	%		2.13	%		0.87	%		1.60	%
Dividend yield		—			—			—			—

TELENAV, INC.

Notes to Condensed Consolidated Financial Statements—(Continued)

8. Stock repurchase program

On October 27, 2011, we announced that our Board of Directors authorized a program for the repurchase of up to $20.0 million of our shares of common stock through open market purchases pursuant to Rule 10b-18 of the Exchange Act. The timing and amount of repurchase transactions under this program depends on market conditions and other considerations. Under this program, we utilized $2.0 million of cash to repurchase 275,878 shares of our common stock at an average purchase price of $7.35 per share during the three months ended March 31, 2012 and $3.4 million of cash to repurchase 428,472 shares of our common stock at an average purchase price of $7.91 per share during the nine months ended March 31, 2012. In addition, in completing a previous stock repurchase program, we utilized $7.9 million of cash to repurchase 877,100 shares of our common stock at an average purchase price of $9.04 per share during the three months ended September 30, 2011.The repurchased shares are being held as treasury shares. As of March 31, 2012, the remaining authorized amount of stock repurchases that may be made under the current repurchase program was $16.6 million.

We used the par value method of accounting for our stock repurchases. Under the par value method, common stock is first charged with the par value of the shares involved. The excess of the cost of shares acquired over the par value is allocated to additional paid-in capital (“APIC”), based on an estimated average sales price per issued share with the excess amounts charged to retained earnings. As a result of our stock repurchases during the nine months ended March 31, 2012, we reduced common stock and APIC by an aggregate of $4.0 million and charged $7.3 million to retained earnings.

9. Income taxes

The effective tax rate for the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Our effective tax rate was 29% and 38% for the nine months ended March 31, 2012 and 2011, respectively. Our effective tax rate of 29% for the nine months ended March 31, 2012 was lower than the tax computed at the U.S. federal statutory income tax rate, as well as our effective tax rate for the nine months ended March 31, 2011, due primarily to a discrete benefit in the three months ended December 31, 2011 related to a favorable tax ruling from the State of California with respect to our method for determining our California income tax liability that resulted in a $2.1 million tax benefit related to our fiscal 2011 tax liability.

We record liabilities related to unrecognized tax benefits in accordance with authoritative guidance on accounting for uncertain tax positions. As of March 31, 2012 and June 30, 2011, our cumulative unrecognized tax benefits were $3.9 million and $4.5 million, respectively. Included in the balance of unrecognized tax benefits at March 31, 2012 and June 30, 2011 is $3.1 million and $3.7 million, respectively, that, if recognized, would affect the effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits as part of our provision for federal, state and foreign income taxes. We had accrued $148,000 and $157,000 for the payment of interest and penalties at March 31, 2012 and June 30, 2011, respectively.

We file income tax returns with the Internal Revenue Service, or IRS, California and various states and foreign tax jurisdictions in which we have subsidiaries. In the three months ended September 30, 2011, the IRS concluded its audit of our fiscal 2009 and 2010 tax returns, which resulted in no adjustments having a material impact on our condensed consolidated financial statements. The statute of limitations remains open for fiscal 2011 through 2012 in the U.S., for fiscal 2007 through fiscal 2012 in state jurisdictions, and for fiscal 2006 through 2012 in foreign jurisdictions. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

10. Acquisition

On September 2, 2011, we completed our acquisition of privately held Goby Technologies, Inc., or Goby, a Boston-based local search engine and mobile application developer focused on offering users an easy way to explore and discover events and activities based on location. The transaction was accounted for under the acquisition method of accounting. The total fair value of purchase consideration, comprised entirely of cash paid, was approximately $2.0 million. As a result, we acquired approximately $1.0 million of net tangible assets and $930,000 of identifiable intangible assets consisting of developed technology. In addition, we recorded $84,000 of goodwill. We are amortizing the developed technology intangible asset over a period of three years, beginning in the second half of fiscal 2012. The impact of this acquisition was not material to our condensed consolidated balance sheets or results of operations.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read together with our condensed consolidated financial statements and the notes to those statements included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the sections entitled “Risk Factors” and this Management’s Discussion and Analysis of Financial Condition and Results of Operations. Forward-looking statements include information concerning our possible or assumed future results of operations, future sources of revenue, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in “Risk factors” and elsewhere in this Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Form 10-Q.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.

In this Form 10-Q, “we,” “us” and “our” refer to TeleNav, Inc. and its subsidiaries. We operate on a fiscal year ending June 30 and refer to the fiscal year ended June 30, 2011 as “fiscal 2011” and the fiscal year ending June 30, 2012 as “fiscal 2012.”

Overview

Our mission is to make people’s lives easier, less stressful, fun and more productive when they are on the go. Our personalized navigation services “get you and get you there” and help people make faster and smarter daily decisions about where to go, when to leave, how to get there, and what to do when they arrive. Our services are available to 32 million end users worldwide – connecting with us from mobile phones, tablets, computers, cars and developer applications. In the three months ended March 31, 2012, we had a monthly average of 26.9 million paying end users. In addition to paying end users, as of March 31, 2012 we had in excess of 4.8 million users of our freemium offerings, which are free basic navigation services that are monetized through paid upgrades to premium products, as well as through advertising.

As a leading provider of personalized navigation and LBS, we believe we are well positioned to capitalize on growing market opportunities related to premium LBS and mobile advertising, including location based search. Using some of the most integral tools of their daily lives—mobile phones, vehicles and computers—end users can access our personalized navigation services and LBS almost anytime and anywhere—in both personal and professional settings.

End users, wireless carriers, automobile manufacturers and OEMs, advertisers and agencies, and enterprises are our customers. We generate revenue from recurring service subscriptions, fixed fee arrangements, software licenses, premium services, mobile advertising and local commerce. End users with recurring subscriptions for our services are generally billed for our services through their wireless carrier. Our wireless carrier customers pay us based on several different revenue models.

We also derive revenue from the delivery of customized software and royalties from the distribution of this customized software in automotive navigation applications. For example, Ford utilizes our on-board automotive navigation product in its Ford SYNC platform, which includes MyFord Touch and MyLincoln Touch. Ford began shipping this product in certain North American vehicles with the 2011 model year, and our navigation solution is currently deployed on nine different Ford and Lincoln models, including vehicles shipped to South America.

Through our hosted service delivery model, we provide our solutions to end users and customers through the networks of leading wireless carriers in the United States, including AT&T, Sprint, T-Mobile and United States Cellular Corporation, or U.S. Cellular, through certain carriers in other countries, as well as automobile manufacturers, such as Ford, and OEMs such as Delphi Automotive Systems LLC, or Delphi. Our flexible and proprietary platform enables us to efficiently reach and retain millions of end users, across more than 1,400 types of mobile phones, all major mobile phone operating systems and a broad range of wireless network protocols. This platform provides data and analytics that enable us to create more personalized experiences for mobile applications, location based advertising and customer lifecycle management.

Key components of our results of operations

Sources of revenue

We primarily derive our revenue from our wireless carrier customers for their end users’ subscriptions to our LBS, as well as from activation fees for certain of our services. Our wireless carrier customers pay us based on several different revenue models, including (1) a monthly subscription fee per end user, (2) a fixed annual fee for any number of subscribers (up to specified thresholds) receiving our services as part of bundles with other voice and data services, (3) a revenue sharing arrangement that may include a minimum fee per end user, or (4) based on usage or other basis. Certain of our contracts provide our wireless carrier customers with discounts based on the number of end users paying for our services in a given month. In general, our wireless carrier customers pay us a lower monthly fee per end user if an end user subscribes to our LBS as part of a bundle of mobile data or voice services than if an end user subscribes to our LBS on a standalone basis. We also offer our applications directly to end users through application stores such as the Apple App Store and Google Play. In addition, we derive revenue from the delivery of customized software and royalties from the distribution of this customized software in certain automotive navigation applications. In the future, we may have other revenue models. For example, we recently implemented revenue models based on free versions of our services which can generate fees through advertising supported arrangements, and subscriber upgrades to more premium versions for a fee.

Our wireless carrier customers are responsible for billing and collecting the fees they charge their subscribers for the right to use our LBS. With respect to Sprint, we receive a guaranteed fixed fee from Sprint for navigation applications provided to subscribers in bundles with other Sprint services. The annual fee changes from year to year over the contract period and limits the maximum number of subscribers covered under such fee in a given year. Sprint generally pays us certain of these annual fees in advance. When we are paid on a revenue sharing basis with our wireless carrier customers, the amount we receive varies depending on several factors, including the revenue share rate negotiated with the wireless carrier customer, the price charged to the subscriber by the wireless carrier customer, the specific sales channel of the wireless carrier customer in which the service is offered and the features and capability of the service. As a result of these factors, the amount we receive for a subscriber may vary considerably and is subject to change over time.

In addition, the amount we are paid per end user in our revenue sharing arrangements may also vary depending upon the metric used to determine the amount of the payment, including the number of end users at any time during a month, the average monthly paying end users, the number and timing of end user billing cycles and end user activity. Although our wireless carrier customers generally have sole discretion about how to price our LBS to their subscribers, our revenue sharing arrangements generally include monthly minimum fees per end user. To a much lesser extent, we also sell our services directly to consumers through application stores and our website.

Sprint represented 37% and 43% of our revenue in the nine months ended March 31, 2012 and 2011, respectively. We currently operate under an agreement with Sprint, which we most recently amended in September 2010. Our agreement with Sprint expires as of December 31, 2012; however, Sprint may terminate the obligations related to our bundled navigation services beginning July 1, 2012, with 30 business days prior notice. We and Sprint have engaged in discussions relating to our agreement and we believe that these discussions, if successful, will likely result in modifications to the duration, financial terms, and promotion of our services offered to Sprint customers under the agreement, as well as a significant reduction in revenue from Sprint beginning in the three months ending June 30, 2012. There can be no assurance as to what specific terms may be achieved or whether the parties will agree to any changes to the current contract.

We currently receive a guaranteed fixed fee from Sprint for navigation applications provided to subscribers in bundles with other Sprint services. The annual fee changes from year to year over the contract period and limits the maximum number of subscribers covered under such fee in a given year. Sprint generally pays us certain of these annual fees in advance. We have the right to be Sprint’s preferred supplier of certain navigation applications until December 31, 2012, subject to Sprint’s termination rights described above. We recognize revenue for the aggregate annual fees monthly on a straight-line basis over the term of the agreement.

AT&T represented 37% of our revenue in each of the nine months ended March 31, 2012 and 2011. Our agreement with AT&T, one of our wireless carrier customers whose payments to us represent a substantial portion of our revenue, expires in March 2013 and provides that we will continue to be the exclusive provider of white label GPS navigation services to AT&T. AT&T is not required to offer our LBS. We anticipate that we will continue to depend on AT&T for a material portion of our revenue for the foreseeable future .

Ford represented 11% and less than 10% of our revenue in the nine months ended March 31, 2012 and 2011, respectively. We provide both an embedded on-board and an off-board connected navigation solution to Ford. Our on-board solution consists of software, map and POI data loaded in the vehicle that provides turn by turn navigation displayed on the vehicle screen. Our off-board connected solution enables a mobile device that is paired with the vehicle to activate in-vehicle text-based and audible turn by turn navigation. We recognize revenue from our on-board solutions as the related customized software is delivered to, and accepted by our customers. In addition, we recognize royalties earned from our on-board solutions generally as the software is reproduced. We recognize revenue from our off-board connected solutions monthly based on annual subscriptions which are subject to a maximum annual fee with Ford.

Subscription fees from our wireless carrier customers represented a substantial majority of our revenue in the nine months ended March 31, 2012 and 2011. Subscription fee revenue from our GPS Navigator service declined from the nine months ended March 31, 2011 to the nine months ended March 31, 2012, primarily due to the transition to a fixed fee with Sprint and a decrease in monthly subscription fees from navigation services provided through T-Mobile. Revenue from our automotive navigation solutions, enterprise LBS, mobile advertising and commerce and premium LBS represented 20% and 11% of our revenue in the nine months ended March 31, 2012 and 2011, respectively.

GPS Navigator is our flagship voice guided, real time, turn by turn, mobile navigation service. Our technology also powers automotive navigation solutions that provide accurate, easy to use LBS to drivers, including search, POI and traffic services. Our enterprise LBS allow enterprises to monitor and manage mobile workforces and assets by using our LBS platform to track job status and the location of workers, field assets and equipment. We are developing other LBS solutions with new business models and distribution channels in our current LBS market and adjacent markets. These solutions include location based mobile advertising and commerce services and premium LBS. While we have already introduced certain components or initial versions of several of these LBS solutions, the scope and timing of broader and more commercially viable offerings is uncertain. The ultimate scope and timing of any future releases are dependent on many factors, including adoption by wireless carrier customers, automobile manufacturers and OEMs of navigation solutions; end user adoption and preferences; the quality, features and timing of our product offerings; the impact of competition; and market acceptance of mobile advertising and social networking.

In the nine months ended March 31, 2012 and 2011, we generated 95% and 96% of our revenue, respectively, in the United States. We are pursuing expansion opportunities with wireless carriers and automobile manufacturers and OEMs in other countries and therefore expect international revenue to increase in absolute dollars over the long term.

Cost of revenue

Our cost of revenue consists primarily of the cost of the third party content, such as map, POI, traffic, gas price and weather data and voice recognition technology that we use in providing our LBS. Our cost of revenue also includes expenses associated with data center operations, customer support, the amortization of capitalized software, recognition of deferred development costs on specific projects and stock-based compensation. The largest component of our cost of revenue is the fees we pay to providers of map and POI data, TomTom Maps and NAVTEQ. We have long term agreements with TomTom Maps and NAVTEQ pursuant to which we pay royalties according to a variety of different fee schedules, including on a per use basis, on a per end user per month basis and on a fixed fee basis. For our on-board navigation solutions provided to Ford, we pay royalties on a per unit produced basis.

We primarily provide customer support through a third party provider to which we provide training and assistance with problem resolution. We use three outsourced, hosted data centers to provide our services and industry standard hardware to provide our LBS. We generally offer to our wireless carrier customers and generally maintain at least 99.9% uptime every month, excluding designated periods of maintenance. Our internal targets for service uptime are even higher. We have in the past, and may in the future, not achieve our targets for service availability and may incur penalties for failure to meet contractual service availability requirements, including loss of a portion of subscriber fees for the month or termination of our wireless carrier customer agreement.

We use map and POI data from TomTom Maps to provide services for Sprint’s bundled offerings. We pay TomTom Maps a percentage of the fees earned from Sprint for basic navigation services and gross advertising and mobile commerce revenue and a flat monthly fee per subscriber for premium services. We also pay TomTom Maps certain guaranteed minimum payments for such services. The expiration of the license period for navigation services we provide using data provided by TomTom Maps for Sprint’s bundled offerings is the earlier of December 31, 2012 or the date of termination of our agreement with Sprint with respect to those bundled services.

We expect that our cost of revenue will increase in both absolute dollars and as a percentage of revenue as the number of our end users increases, including those through bundled or freemium offerings, and average usage of our services by end users increases. We anticipate that our cost of revenue will also increase over time as we continue to enhance the richness of the content offered by our products and if we increase the percentage of our revenue from automotive navigation solutions, which generally have higher associated third party content costs than our navigation offerings provided through wireless carriers. In addition, our cost of revenue will be impacted by amortization and depreciation expenses associated with planned data center capacity and redundancy increases, as well as increased amortization and recognition of deferred software development costs.

Operating expenses

We classify our operating expenses into three categories: research and development, sales and marketing and general and administrative. Our operating expenses consist primarily of personnel costs, which include salaries, bonuses, payroll taxes, employee benefit costs and stock-based compensation expense. Other expenses include marketing program costs, facilities, legal, audit and tax consulting and other professional service fees. We allocate stock-based compensation expense resulting from the amortization of the fair value of stock-based awards granted, based on the department in which the award holder works. We allocate overhead, such as rent and depreciation, to each expense category based on headcount. Our operating expenses increased in absolute dollars in fiscal 2010 and fiscal 2011, and have continued to increase in fiscal 2012, as we became a public company and built our infrastructure and added employees across all categories to support our growth, developed new services and products, and expanded into international markets. We expect that certain costs will continue to increase over time, including compensation and related costs; however, we are evaluating spending in certain areas and taking actions to create greater efficiencies. To that end, in the June quarter we will be consolidating our Beijing and Shanghai offices to reduce certain duplications and create greater operational effectiveness. We anticipate continued investment of resources, including the hiring of additional headcount, in our strategic growth areas.

Research and development . Research and development expenses consist primarily of personnel costs for our development employees and costs of outside consultants. We have focused our research and development efforts on improving the ease of use and functionality of our existing services, as well as developing new service and product offerings in our existing markets and in new markets. The majority of our research and development employees are located in our development center in China and, as a result, a substantial portion of our research and development expense is subject to changes in foreign exchange rates, notably the Chinese Renminbi, or RMB.

Sales and marketing . Sales and marketing expenses consist primarily of personnel costs for our sales and marketing staff, commissions earned by our sales personnel and the cost of marketing programs and advertising. Historically, a majority of our revenue has been derived from wireless carriers, which bear much of the expense of marketing and promoting our services to their subscribers. As a result, the majority of our sales and marketing expenses relate to supporting our wireless carrier customers and attracting new wireless carrier customers to offer our LBS. We expect to increase our investment in sales and marketing activities, in part, to support our initiatives in the auto industry and mobile advertising and to promote our services directly to end users.

General and administrative . General and administrative expenses consist primarily of personnel costs for our executive, finance, legal, human resources and administrative personnel, legal, audit and tax consulting and other professional services and corporate expenses.

Other income, net . Other income, net consists primarily of interest we earn on our cash and cash equivalents and short-term investments.

Provision for income taxes . Our provision for income taxes primarily consists of corporate income taxes related to profits earned from our LBS in the United States. Before the effect of discrete items, we expect our effective tax rate for fiscal 2012 to be approximately 37% as a result of the concentration of earnings in the United States. Our expected effective tax rate was 29% in the nine months ended March 31, 2012 primarily due to the effect of certain discrete items recognized during the period. Our effective tax rate could be reduced if our international revenue substantially increases as a percentage of revenue, due to the lower corporate tax rates available in certain countries outside the United States and the availability of net operating loss carryforwards in those countries.

In October 2011 we received a favorable tax ruling from the State of California with respect to our method for determining our California income tax liability that resulted in a reduction of our fiscal 2011 tax liability through the recovery of previous estimated tax payments made. We recognized the discrete benefit of $2.1 million related to this ruling during the three months ended December 31, 2011, which significantly contributed to an effective tax rate of 29% for the nine months ended March 31, 2012.

Critical accounting policies and estimates

We prepare our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. In other cases, our judgment is required in selecting among available alternative accounting policies that allow different accounting treatment for similar transactions. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. In many instances, we could reasonably use different accounting estimates, and in some instances changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial condition, results of operations and cash flows will be affected.

There have been no material changes in our critical accounting policies and estimates during the nine months ended March 31, 2012 as compared to the critical accounting policies and estimates disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended June 30, 2011.

Results of operations

The following tables set forth our results of operations for the three and nine months ended March 31, 2012 and 2011, as well as a percentage that each line item represents of our revenue for those periods. The additional key metrics presented are used in addition to the financial measures reflected in the condensed consolidated statements of income data to help us evaluate growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The period to period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.


	Three Months Ended March 31,						Nine Months Ended March 31,
Consolidated Statements of Income Data	2012			2011			2012			2011
	(in thousands)
Revenue	$	57,770		$	57,110		$	163,668		$	156,232
Cost of revenue		14,793			12,739			35,054			30,419

Gross profit		42,977			44,371			128,614			125,813
Operating expenses:
Research and development		17,848			14,239			51,638			40,739
Sales and marketing		8,839			6,699			24,689			17,229
General and administrative		5,473			5,701			17,514			14,170

Total operating expenses		32,160			26,639			93,841			72,138

Income from operations		10,817			17,732			34,773			53,675
Other income, net		467			305			1,467			750

Income before provision for income taxes		11,284			18,037			36,240			54,425
Provision for income taxes		3,933			6,872			10,462			20,862

Net income	$	7,351		$	11,165		$	25,778		$	33,563


	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
	(as a percentage of revenue)
Revenue		100	%		100	%		100	%		100	%
Cost of revenue		26			22			21			19

Gross profit		74			78			79			81
Operating expenses:
Research and development		31			25			32			26
Sales and marketing		15			12			15			11
General and administrative		9			10			11			9

Total operating expenses		55			47			58			46

Income from operations		19			31			21			35
Other income, net		1			1			1			—

Income before provision for income taxes		20			32			22			35
Provision for income taxes		7			12			6			14

Net income		13	%		20	%		16	%		21	%


	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Additional Key Metrics
Average monthly paying end users (in millions)		26.9			22.5			26.6			19.9
Freemium offering end users as of period end (in millions)		4.8			—			4.8			—

Comparison of the three and nine months ended March 31, 2012 and 2011

Revenue . Revenue increased 1% to $57.8 million in the three months ended March 31, 2012 from $57.1 million in the three months ended March 31, 2011. Revenue increased 5% to $163.7 million in the nine months ended March 31, 2012 from $156.2 million in the nine months ended March 31, 2011. The increases were due primarily to increased revenue from automotive navigation solutions we provide for Ford vehicles, including the launch of our solutions in additional Ford and Lincoln models, and $5.0 million of revenue related to new mapping content we provided to Ford in the three months ended March 31, 2012, partially offset by a decrease in monthly subscription fees from navigation services provided through T-Mobile. In addition, the increase in revenue in the nine months ended March 31, 2012 reflected growth in monthly subscription fees from end users of our white label GPS navigation services provided through AT&T and U.S. Cellular and growth in mobile navigation revenue internationally that was partially offset by a decrease in revenue from Sprint bundle users resulting from our September 2010 Sprint amendment, whereby we transitioned to a fixed fee. Revenue in the three months ended March 31, 2011 included $6.6 million of automotive revenue recognized as a result of the amendments to our agreement with Ford in March 2011.

Average monthly paying end users increased to 26.9 million for the three months ended March 31, 2012 from 22.5 million for the three months ended March 31, 2011 and to 26.6 million for the nine months ended March 31, 2012 from 19.9 million for the nine months ended March 31, 2011, primarily resulting from the continued adoption of Sprint’s Simply Everything and Everything Data plans which include our LBS navigation application. The majority of our end users receive access to our navigation application through bundled offerings, for which we are paid by the carrier that offers such bundles. We also have end users that pay a fee for our navigation offerings through either a monthly or annual subscription to our turn by turn navigation service, including users who pay to upgrade to our premium services. In addition to paying end users, as of March 31, 2012 we had in excess of 4.8 million users of our freemium offerings, which include free turn by turn navigation for certain Android platforms and a free visual navigation application for the iPhone. While we do not collect revenue from these free basic navigation services, we offer a path to upgrade to premium paid services, and we also leverage these customers to drive mobile advertising and commerce revenue.

In the three months ended March 31, 2012 and 2011, revenue from Sprint represented 35% and 36% of our revenue, respectively, and revenue from AT&T represented 34% and 34% of our revenue, respectively. In the nine months ended March 31, 2012 and 2011, revenue from Sprint represented 37% and 43% of our revenue, respectively, and revenue from AT&T represented 37% and 37% of our revenue, respectively. In the three and nine months ended March 31, 2012, revenue from Ford represented 18% and 11% of our revenue, respectively. No other wireless carrier or other customer represented more than 10% of our revenue in either period.

We primarily sell our services in the United States. In the three and nine months ended March 31, 2012, revenue derived from U.S. sources represented 95% of our revenue. In the three and nine months ended March 31, 2011, revenue derived from U.S. sources represented 94% and 96% of our revenue, respectively.

Cost of revenue . Our cost of revenue increased 16% to $14.8 million in the three months ended March 31, 2012 from $12.7 million in the three months ended March 31, 2011. As a percentage of revenue, cost of revenue in the three months ended March 31, 2012 increased to 26% from 22% in the three months ended March 31, 2011. Our cost of revenue increased 15% to $35.1 million in the nine months ended March 31, 2012 from $30.4 million in the nine months ended March 31, 2011. As a percentage of revenue, cost of revenue in the nine months ended March 31, 2012 increased to 21% from 19% in the nine months ended March 31, 2011. Cost of revenue increased in absolute dollars and at a higher rate than the 1% and 5% increases in revenue for the comparable three month and nine month periods ended March 31, 2012, respectively, primarily as a result of the third party content and related costs associated with the on-board navigation revenue from Ford, which generally has higher associated third party content costs than our navigation offerings provided through wireless carriers. In addition, the $5.0 million of revenue related to new mapping content we provided Ford had even higher associated content costs as a percentage of revenue than our on-board navigation revenue earned from Ford for production vehicles. The majority of the increase in cost of revenue in absolute dollars in the three months and nine months ended March 31, 2012 was due to 47% and 29% increases in third party content costs, respectively, and increased customer support and data center costs. These increases were partially offset by a decrease in development costs, as the three and nine months ended March 31, 2011 included capitalized development costs expensed in connection with revenue from Ford.

Gross profit . Our gross profit decreased to $43.0 million in the three months ended March 31, 2012 from $44.4 million in the three months ended March 31, 2011, and increased to $128.6 million in the nine months ended March 31, 2012 from $125.8 million in the nine months ended March 31, 2011. Our gross margin decreased to 74% in the three months ended March 31, 2012 from 78% in the three months ended March 31, 2011, and decreased to 79% in the nine months ended March 31, 2012 from 81% in the nine months ended March 31, 2011. The decreases in gross margin were primarily due to the increased proportion of revenue contributed from our on-board navigation solutions provided to Ford, which generally have higher associated content costs and resulting lower gross margins than our LBS provided to our wireless carrier customers. In addition, we earned a substantially lower gross margin on the $5.0 million of revenue related to new mapping content we provided Ford compared to the gross margin we earned from production vehicles. We expect our gross margin to continue to decline as the percentage of our revenue from automotive offerings increases, and to decline as a result of increased competition, especially from other freemium offerings.

Research and development . Our research and development expenses increased 25% to $17.8 million in the three months ended March 31, 2012 from $14.2 million in the three months ended March 31, 2011, and increased 27% to $51.6 million in the nine months ended March 31, 2012 from $40.7 million in the nine months ended March 31, 2011. The increases were primarily due to the costs associated with increased compensation and benefits for our global employee base and increased U.S. headcount, to enhance the functionality of our services and develop new offerings. We also incurred increased rent expense associated with our new Sunnyvale facilities. As a percentage of revenue, research and development expenses increased to 31% in the three months ended March 31, 2012 from 25% in the three months ended March 31, 2011, and increased to 32% in the nine months ended March 31, 2012 from 26% in the nine months ended March 31, 2011. The total number of research and development personnel decreased 4% to 720 at March 31, 2012 from 751 at March 31, 2011. We believe that as we continue to invest in expanding the LBS we offer, establish relationships with new wireless carrier customers and develop new services and products, revenue from those investments and development efforts will lag the related research and development expenses. We expect that research and development expenses may increase over time in absolute dollars as we continue to enhance and expand the services and products we offer.

Sales and marketing . Our sales and marketing expenses increased 32% to $8.8 million in the three months ended March 31, 2012 from $6.7 million in the three months ended March 31, 2011, and increased 43% to $24.7 million in the nine months ended March 31, 2012 from $17.2 million in the nine months ended March 31, 2011. The increases were primarily due to the costs associated with increased headcount to strengthen and diversify our product offerings, including automotive navigation solutions, premium services and advertising, and increased promotion and trade show expenses. As a percentage of revenue, sales and marketing expenses increased to 15% in the three and nine months ended March 31, 2012 from 12% and 11% in the three and nine months ended March 31, 2011, respectively. We expect that our sales and marketing expenses will continue to increase over time in absolute dollars.

General and administrative . Our general and administrative expenses decreased 4% to $5.5 million in the three months ended March 31, 2012 from $5.7 million in the three months ended March 31, 2011, and increased 24% to $17.5 million in the nine months ended March 31, 2012 from $14.2 million in the nine months ended March 31, 2011. The decrease in the comparable three month periods was primarily due to decreased legal fees. The increase in the comparable nine month periods was primarily due to increased legal fees incurred in connection with intellectual property claims and, to a lesser extent, costs associated with increased headcount. The total number of general and administrative personnel was 72 at March 31, 2012 compared to 73 at March 31, 2011. As a percentage of revenue, general and administrative expenses decreased to 9% in the three months ended March 31, 2012 from 10% in the three months ended March 31, 2011, and increased to 11% in the nine months ended March 31, 2012 from 9% in the nine months ended March 31, 2011. We expect that our general and administrative expenses will fluctuate in absolute dollars primarily based upon our legal fees incurred in connection with intellectual property claims.

Other income, net . Our other income, net was $467,000 in the three months ended March 31, 2012 and $305,000 in the three months ended March 31, 2011. Our other income, net was $1.5 million in the nine months ended March 31, 2012 and $750,000 in the nine months ended March 31, 2011. The increases were primarily due to increased interest income due to higher cash and cash equivalents and short-term investments balances.

Provision for income taxes . Our provision for income taxes decreased to $10.5 million in the nine months ended March 31, 2012 from $20.9 million in the nine months ended March 31, 2011. Our effective tax rate was 29% in the nine months ended March 31, 2012 compared to 38% in the nine months ended March 31, 2011. Before discrete income tax items, our effective tax rate was approximately 37% for the nine months ended March 31, 2012. The decrease in our effective tax rate was primarily due to favorable changes in California tax law regarding apportioning income to the state, which resulted in a reduction in our expected California state taxes. In addition, in October 2011 we received a favorable tax ruling from the State of California with respect to our method for determining our California income tax liability that resulted in a reduction of our fiscal 2011 tax liability through the recovery of previous estimated tax payments made. We recognized the discrete benefit of $2.1 million related to this ruling during the three months ended December 31, 2011.

We record liabilities related to unrecognized tax benefits in accordance with authoritative guidance on accounting for uncertainty in income taxes. As of March 31, 2012 and June 30, 2011, our cumulative unrecognized tax benefits were $3.9 million and $4.5 million, respectively. Included in the balance of unrecognized tax benefits at March 31, 2012 was $3.1 million that, if recognized, would reduce our effective tax rate.

We recognize interest and penalties related to unrecognized tax benefits as part of our provision for income taxes. We had $148,000 and $157,000 accrued for the payment of interest and penalties at March 31, 2012 and June 30, 2011, respectively.

We file income tax returns with the Internal Revenue Service, or IRS, California, various states and foreign tax jurisdictions in which we have subsidiaries. In the three months ended September 30, 2011, the IRS concluded its audit of our fiscal 2009 through 2010 tax returns, which resulted in no adjustments having a material impact on our financial statements. The statute of limitations

remains open for fiscal 2011 through 2012 in the U.S., for fiscal 2007 through fiscal 2012 in state jurisdictions, and for fiscal 2006 through 2012 in foreign jurisdictions. Fiscal years outside the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized.

Liquidity and capital resources

The following table sets forth the major sources and uses of cash and cash equivalents for each of the periods set forth below:


	Nine Months Ended March 31,
	2012			2011
	(in thousands)
Net cash provided by operating activities	$	36,043		$	112,991
Net cash used in investing activities		(23,683	)		(177,548	)
Net cash used in financing activities		(8,680	)		(8,114	)
Effect of exchange rate changes on cash and cash equivalents		(98	)		(73	)

Net increase (decrease) in cash and cash equivalents	$	3,582		$	(72,744	)

At March 31, 2012, we had cash, cash equivalents and short-term investments of $209.8 million, which primarily consisted of money market mutual funds, asset-backed securities, certificates of deposit, municipal securities, corporate bonds, and commercial paper held. Our cash, cash equivalents and short-term investments are held and managed by financial institutions that are required to adhere to our investment policy.

Our accounts receivable are heavily concentrated in a small number of customers. As of March 31, 2012, our accounts receivable balance was $26.5 million, of which AT&T and Ford represented 53% and 12%, respectively. Our accounts receivable balance due from Sprint represented less than 10% of total accounts receivable as of March 31, 2012 and will fluctuate based upon the timing of invoicing and payment amount under Sprint’s fixed fee arrangement.

Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of expenditures to support development efforts, the expansion of research and development and sales and marketing activities and headcount, the introduction of our new and enhanced service and product offerings and the growth in our end user base. We believe our cash and cash equivalents and anticipated cash flows from operations will be sufficient to satisfy our financial obligations through at least the next 12 months. However, we may experience lower than expected cash generated from operating activities, revenue that is lower than we anticipate, or greater than expected cost of revenue or operating expenses. Our revenue and operating results could be lower than we anticipate if, among other reasons, our wireless carrier customers, two of which we are substantially dependent upon for a large portion of our revenue, were to limit or terminate our relationships with them. In the future, we may acquire businesses or technologies or license technologies from third parties, and we may decide to raise additional capital through debt or equity financing to the extent we believe this is necessary to successfully complete these acquisitions or license these technologies. However, additional financing may not be available to us on favorable terms, if at all, at the time we make such determinations, which could have a material adverse effect on our business, operating results, financial condition and liquidity and cash position.

Net cash provided by operating activities . Net cash provided by operating activities was $36.0 million and $113.0 million in the nine months ended March 31, 2012 and 2011, respectively. Cash provided by or used in operating activities has historically been affected by growth in our end user base and increases in our operating costs, which are primarily due to increased headcount related costs and royalty payments for portions of the content provided in our products. In the nine months ended March 31, 2012, cash provided by operating activities was provided principally by net income of $25.8 million, adjusted for non-cash charges for depreciation and amortization of $6.0 million, stock-based compensation of $3.8 million and accretion of premium on short-term investments of $3.4 million, partially offset by $2.2 million from changes in our operating assets and liabilities. In the nine months ended March 31, 2011, cash provided by operating activities was provided principally by net income of $33.6 million, non-cash charges for depreciation and amortization of $7.4 million, stock-based compensation of $2.9 million, a write-off of capitalized software of $691,000, and $67.4 million from changes in our operating assets and liabilities which resulted primarily from an increase in deferred revenue of $60.7 million as a result of Sprint’s prepayment under its fixed fee arrangement, and a decrease in accounts receivable of $9.6 million.

Net cash used in investing activities . We used net cash in investing activities of $23.7 million and $177.5 million during the nine months ended March 31, 2012 and 2011, respectively. Cash used in investing activities has historically been affected by purchases, sales and maturities of short-term investments, purchases of property and equipment and internal software development costs. We expect to make additional purchases of property and equipment in future periods as we continue to invest in the infrastructure needed to operate our services for an increasing end user base, as well as replace equipment nearing the end of its service life. In the nine months ended March 31, 2012, cash used in investing activities was used principally for purchases of property and equipment of $13.1 million, additions to capitalized software of $1.6 million, acquisition costs of $1.8 million, net of cash acquired, and purchases of short-term investments, net of proceeds from sales and maturities, of $6.4 million. In the nine months ended March 31, 2011, cash used in investing activities was used principally for purchases of short-term investments of $172.6 million, net of proceeds from sales of short-term investments, and purchases of property and equipment of $4.1 million.

Net cash used in financing activities . During the nine months ended March 31, 2012 and 2011, we used cash in our financing activities of $8.7 million and $8.1 million, respectively, primarily to repurchase shares of our outstanding common stock under our stock repurchase programs. In the nine months ended March 31, 2012, we utilized $11.3 million of cash to repurchase 1,305,572 shares of our common stock at an average purchase price of $8.67 per share, partially offset by proceeds from the exercise of stock options. In the nine months ended March 31, 2011, we utilized $9.7 million of cash to repurchase shares of our common stock, partially offset by proceeds from the exercise of stock options.

Off-balance sheet arrangements

We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual obligations, commitments and contingencies

As of March 31, 2012, we had an aggregate of $45.5 million of future minimum noncancelable financial commitments primarily related to office space under noncancelable operating leases and license fees due to certain of our third party content providers, regardless of usage level. The aggregate of $45.5 million of future minimum commitments were comprised of $5.0 million due in fiscal 2012; $11.4 million due in fiscal 2013; $6.4 million due in fiscal 2014; $4.3 million due in fiscal 2015; $4.0 million due in fiscal 2016, and $14.4 million due thereafter.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Interest rate sensitivity . The primary objectives of our investment activities are to preserve principal, provide liquidity and maximize income without significantly increasing risk. By policy, we do not enter into investments for trading or speculative purposes. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may cause the fair value of the investment to fluctuate. To minimize this risk, we invest in a variety of securities, which primarily consist of money market funds, commercial paper, municipal securities and other debt securities of domestic corporations. Due to the nature of these investments and relatively short duration of the underlying securities, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future interest income. During the nine months ended March 31, 2012, a 10% appreciation or depreciation in overall interest rates would not have had a material impact on our interest income or the fair value of our marketable securities.

Foreign currency risk . Substantially all of our revenue has been generated to date from our end users in the United States and, as such, our revenue has not been substantially exposed to fluctuations in currency exchange rates. However, most of our contracts with our wireless carrier customers outside of the United States are denominated in currencies other than the U.S. dollar and therefore expose us to foreign currency risk. Should the revenue generated outside of the United States grow in absolute amounts and as a percentage of our revenue, we will increasingly be exposed to foreign currency exchange risks. In addition, a substantial portion of our operating expenses are incurred outside the United States, are denominated in foreign currencies and are subject to changes in foreign currency exchange rates, particularly the Chinese Renminbi, or RMB. Additionally, changes in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of income. As of March 31, 2012, an immediate 10% adverse change in exchange rates on foreign currency denominated receivables and payables would not result in a material loss.

To date, we have not used any foreign currency forward contracts or similar instruments to attempt to mitigate our exposure to changes in foreign currency rates.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2012, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves and our customers by determining the scope, enforceability and validity of third party proprietary rights or to establish our proprietary rights. There can be no assurance with respect to the outcome of any current or future litigation brought against us or pursuant to which we have indemnification obligations and the outcome could have a material adverse impact on our business, operating results and financial condition.

On November 17, 2009, WRE-Hol, LLC, or WRE-Hol, filed a complaint against us in the U.S. District Court for the Western District of Washington (Case No. 2:09-cv-01642-MJP). The lawsuit alleges that certain of our products and/or services infringe U.S. Patent No. 7,149,625, and that we induce infringement and contribute to the infringement of U.S. Patent No. 7,149,625 by others. According to the patent, the invention generally relates to a system and method for providing navigation and automated guidance to a mobile user. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On November 27, 2009, WRE-Hol served the complaint on us. On January 25, 2010, we answered the WRE-Hol complaint asserting that the patent-in-suit is not infringed and is invalid and unenforceable. On March 11, 2010, WRE-Hol amended its complaint to add a new defendant, and we subsequently answered, repeating our assertions that the patent-in-suit is not infringed and is invalid and unenforceable. On April 27, 2010, we filed a reexamination request for all of the claims of the asserted patent before the U.S. Patent and Trademark Office. On April 29, 2010, we filed a motion to stay the litigation pending the reexamination. On May 3, 2010, WRE-Hol filed a motion for leave to amend the complaint against us, seeking to add claims for misappropriation of trade secrets against us and our founders, Y.C. Chao, Dr. HP Jin and Robert Rennard. WRE-Hol’s motion for leave to amend also seeks to add a breach of contract claim against us and a claim for wrongful inventorship involving two of our patents, requesting a declaratory judgment that a WRE-Hol inventor be named as an inventor on these patents. On July 19, 2010, the U.S. Patent and Trademark Office issued an order granting inter partes reexamination of all 51 claims of the WRE-Hol ‘625 patent. On July 23, 2010, the district court issued an order granting WRE-Hol’s motion for leave to amend its complaint, but at the same time stayed the entire litigation pending completion of the reexamination. The stay of the litigation extends to the new claims the Court allowed. On September 13, 2010, the U.S. Patent and Trademark Office rejected 44 of the 51 WRE-Hol patent claims in a non-final first office action and confirmed seven of the 51 claims. On November 15, 2010, WRE-Hol responded to the office action, canceling some claims and adding others. On December 15, 2010, we responded to the office action and WRE-Hol’s response. On April 4, 2011, the U.S. Patent and Trademark Office rejected WRE-Hol’s November 15, 2010 office action response, and gave WRE-Hol 30 days to file a corrected response. WRE-Hol filed its corrected response on May 4, 2011. On June 2, 2011, we responded to WRE-Hol’s filing. On November 15, 2011 the U.S. Patent and Trademark Office issued an Action Closing Prosecution, rejecting 44 and confirming seven out of 51 claims subject to reexamination. On November 21, 2011, WRE-Hol filed a Motion to Lift Stay and Enter Amended Scheduling Order. On December 27, 2011 the Court denied WRE-Hol’s Motion. On February 27, 2012, TeleNav filed a Notice of Appeal with the U.S. Patent and Trademark Office, appealing the Examiner’s findings regarding the confirmed claims of the patent-in-suit. On March 15, 2012, TeleNav filed with the U.S. Patent and Trademark Office a reexamination request for all surviving claims of the asserted patent. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this lawsuit on our financial condition, results of operations, or cash flows.

On December 31, 2009, Vehicle IP, LLC, or Vehicle IP, filed a complaint against us in the U.S. District Court for the District of Delaware (Case No. 1:09-cv-01007). The plaintiff alleges that certain of our services, including our GPS Navigator and Telenav Track, infringe U.S. Patent No. 5,987,377, and that we induce infringement and contribute to the infringement of U.S. Patent No. 5,987,377 by others. According to the patent, the invention generally relates to a navigation system that determines an expected time of arrival. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. Verizon Wireless was named as a co-defendant in the Vehicle IP litigation based on the VZ Navigator product and has demanded that we indemnify and defend Verizon against Vehicle IP. AT&T was also named as a co-defendant in the Vehicle IP litigation based on the AT&T Navigator product. AT&T has tendered the defense of the litigation to us and we are defending the case on behalf of AT&T. The Court conducted a scheduling conference for the litigation on February 7, 2011 and set a jury trial date for November 5, 2012. The Court held a claim construction hearing on October 28, 2011. On December 12, 2011, the Court issued its claim construction ruling. On January 11, 2012, the parties filed a Stipulation and Proposed Order to Vacate Case Schedule to Focus on Early Dispositive Motions. The Order, which was entered by the Court on January 12, 2012, permits the TCS and TeleNav Defendants to file early case-dispositive Motions for Summary Judgment of Noninfringement and postpones the current case schedule pending the resolution of those motions. The hearing on these Summary Judgment motions is scheduled for May 18, 2012. Due to the uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this lawsuit on our financial condition, results of operations, or cash flows.

On April 30, 2010, Traffic Information, LLC filed a complaint against us in the U.S. District Court for the Eastern District of Texas (Case No. 2:10-cv-00145). The lawsuit alleges that certain of our products and/or services infringe U.S. Patent No. 6,785,606, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,785,606 by others. According to the patent, the invention generally relates to a system for providing traffic information to a plurality of mobile users connected to a network. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On May 28, 2010, Traffic Information, LLC filed an amended complaint, adding a new claim that certain of our products and/or services infringe U.S. Patent No. 6,466,862, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,466,862 by others. According to the patent, the invention generally relates to a system for providing traffic information to a plurality of mobile users connected to a network. The amended complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On March 14, 2011, we answered the Traffic Information amended complaint asserting that the patents-in-suit are not infringed and are invalid. On October 6, 2011, Traffic Information, LLC filed a second amended complaint, dropping the claim relating to U.S. Patent No. 6,785,606 but continuing to assert that certain of our products and/or services infringe U.S. Patent No. 6,466,862, and that we induce infringement and contribute to the infringement of U.S. Patent No. 6,466,862 by others. The second amended complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On October 4, 2011, the case was reassigned to Chief Judge David Folsom. On October 31, 2011, we filed an answer to the second amended complaint asserting that the patent-in-suit is not infringed and is invalid. On December 20, 2011, the case was reassigned to Judge Rodney Gilstrap. On February 22, 2012, the case was reassigned to Judge Michael H. Schneider. On March 27, 2012, Defendants filed with the Court a Motion to Stay Pending Ex Parte Reexamination. Currently, the case is scheduled for a claim construction hearing on September 25, 2012 and a trial in May 2013. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

On September 2, 2010, a purported stockholder class action was filed by David Smith in the United States District Court for the Northern District of California (Case No. 3:10-CV-03942-SC) against us, certain of our officers and directors, and certain of our underwriters for our May 13, 2010 IPO, alleging violations of Sections 11 and 15 of the Securities Act. On March 21, 2011, plaintiff filed an amended complaint purporting to be brought on behalf of all persons who acquired shares of our common stock pursuant to our IPO and alleging that we, certain of our officers and directors, and certain of our underwriters for the IPO violated the Securities Act by issuing the Registration Statement and Prospectus, which the plaintiff alleges contained material misstatements and omissions in violation of Sections 11, 12(a)(2) and 15 of the Securities Act. The amended complaint sought class certification, compensatory damages, attorneys’ fees and costs, rescission or a rescissory measure of damages, equitable and/or injunctive relief, and such other relief as the court may deem proper. We filed a motion to dismiss plaintiff’s amended complaint on May 4, 2011. On June 2, 2011, following a successful mediation between the parties, the Court entered a stipulation and order regarding settlement and staying all proceedings. On November 15, 2011 the Court entered an Order Preliminarily Approving Settlement and Providing for Notice. On February 24, 2012, the Court held a Settlement Hearing and at the hearing requested that plaintiff provide additional information regarding the claim forms submitted by class members. On March 19, 2012, the Court requested that plaintiff submit supplemental briefing on the same topic. If approved, the settlement will include a payment of $3.8 million to resolve all claims as to all defendants to the litigation. The entire settlement amount will be paid by our insurance carrier. We do not anticipate any liability as a result of this matter.

On September 9, 2011, Parallel Iron, LLC, or Parallel Iron filed a complaint against us and 14 other defendants in the United States District Court for the District of Delaware (Case No. 11-cv-799), alleging infringement of U.S. Patent No. 7,415,565, and seeking a permanent injunction, damages and attorneys’ fees should judgment be found in its favor. On November 4, 2011, we answered the complaint, asserting that the patent-in-suit is not infringed and is invalid and unenforceable. The case has been reassigned to Judge Richard Andrews and is scheduled for a claim construction hearing on March 14, 2013 and for trial on June 9, 2014. Due to the preliminary status of the lawsuit and uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

In addition, we have received, and expect to continue to receive, demands for indemnification from our wireless carrier and other customers, which demands can be very expensive to settle or defend, and we have in the past offered to contribute to settlement amounts and incurred legal fees in connection with certain of these indemnity demands. A number of these indemnity demands, including demands relating to pending litigation, remain outstanding and unresolved as of the date of this Form 10-Q. Furthermore, in response to these demands we may be required to assume control of and bear all costs associated with the defense of our customers in compliance with our contractual commitments. With the exception of the Levine matter, we are not a party to the following cases; however our customers have requested that we indemnify them in connection with such cases:

In 2008, Alltel, AT&T, Sprint and T-Mobile each demanded that we indemnify and defend them against lawsuits brought by patent holding companies EMSAT Advanced Geo-Location Technology LLC and Location Based Services LLC (collectively,

“EMSAT”), in the Northern District of Ohio (Case Nos. 4:08-cv-822, 4:08-cv-821, 4:08-cv- 817, 4:08-cv-818). The lawsuits allege that the delivery of wireless telephone services infringes U.S. Patents Nos. 5,946,611, 6,324,404, 6,847,822 and 7,289,763 and seek unspecified damages. In 2009, after T-Mobile also sought indemnification and defense from Google, Google intervened in the T-Mobile litigation. After claim construction and related motion practice, EMSAT agreed to dismiss all claims against Google in at least the T-Mobile suit, and in March 2011, EMSAT and AT&T settled their claims. By March 2011, all the EMSAT cases were either dismissed or stayed until the U.S. Patent & Trademark Office completes its reexamination of the validity of the patents at issue. Due to uncertainties related to litigation, we are unable at this time to evaluate the likelihood of either a favorable or unfavorable outcome. We have arbitrated with and compensated one carrier for our defense obligations, without a negative effect on our financial condition, results of operations, or cash flows. We have not yet determined the extent of our defense obligations to the other wireless carriers. We believe that it is reasonably possible that we will incur additional loss; however, we cannot currently estimate a range of other possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the overall effects of these cases on our financial condition, results of operations, or cash flows.

In February 2010, Sprint demanded that we indemnify and defend it against a lawsuit brought by Alfred P. Levine, an individual, in the Eastern District of Texas (Case No. 2:09-cv-00372) alleging that Sprint and Samsung infringe U.S. Patent Nos. 6,243,030 and 6,140,943 in connection with providing wireless navigation systems, products and services. In March 2010, Sprint responded to the allegations, filing an answer that the patents-in-suit are not infringed, are invalid and unenforceable. Alfred Levine subsequently denied these counterclaims and requested that they be dismissed. At an initial scheduling conference held on August 30, 2010, the court set a claim construction hearing date of December 21, 2011 and a trial date of May 7, 2012. We agreed to indemnify and defend Sprint against the lawsuit, and we are presently defending Sprint as a result. On October 28, 2010, Levine filed an amended complaint, adding groups of defendants from AT&T, T-Mobile, Verizon, HTC, Intermec, Kyocera, LG Electronics, Motorola, Palm, Research In Motion, or RIM, and Sanyo. In January 2011, AT&T demanded that we indemnify and defend it in the lawsuit. We offered to indemnify and defend AT&T against the lawsuit, with certain limitations, and are presently negotiating the scope of our indemnification obligations with AT&T. In February 2011, T-Mobile demanded that we indemnify and defend it in the lawsuit. We have agreed to indemnify and defend T-Mobile against the lawsuit, with certain limitations, and are presently defending T-Mobile as a result. We cannot reasonably estimate to what extent we will indemnify Sprint or T-Mobile or AT&T or the potential losses they and we may experience in connection with such litigation. On January 10, 2011, the Court held a status conference. On January 14, 2011, the defendants filed a motion to modify the schedule to move the claim construction hearing and trial date to June 2012 and November 2012, respectively. On April 11, 2011, the Court granted-in-part the defendants’ motion, keeping the claim construction hearing in December 2011 but moving the trial date to August 6, 2012. On June 16, 2011, we moved to intervene in the Levine litigation in the Eastern District of Texas. On June 27, 2011, RIM was dismissed from the case based on a confidential license and settlement agreement. On June 29, 2011, the Court granted our motion to intervene. On July 14, 2011, Levine filed an answer and counterclaim to our declaratory judgment complaint in intervention, asserting patent infringement claims against us based on Levine’s previous allegations against Sprint, T-Mobile and AT&T. On August 4, 2011, we answered Levine’s counterclaims of patent infringement. On September 30, 2011, the judge assigned to the case, Magistrate Judge Charles Everingham, retired from the bench. On October 4, 2011, the case was reassigned to Chief Judge David Folsom. On October 14, 2011 the defendants filed a Motion for Partial Summary Judgment of Invalidity Based on Indefiniteness of Certain Claims of U.S. Patent Nos. 6,140,943 and 6,243,030. On November 14, 2011, the claim construction hearing was moved to January 25, 2012. On December 20, 2011, the case was reassigned to Judge Rodney Gilstrap. On January 4, 2012, Judge Gilstrap recused himself and the case was reassigned to Judge Folsom. The hearings on claim construction and the defendants’ Motion for Partial Summary Judgment of Invalidity were held on January 25, 2012. On February 3, 2012, the Court issued its Claim Construction Order and denied the defendants’ Motion of Partial Summary Judgment of Invalidity. On February 22, 2012, the case was reassigned to Judge Michael Schneider. On March 19, 2012 the Court issued an order modifying the case schedule. The Pre-trial conference is currently set for January 2013. Due to the uncertainties related to litigation, we are unable to evaluate the likelihood of either a favorable or unfavorable outcome. We believe that it is reasonably possible that we will incur a loss; however, we cannot currently estimate a range of any possible losses we may experience in connection with this case. Accordingly, we are unable at this time to estimate the effects of this complaint on our financial condition, results of operations or cash flows.

Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to our wireless carrier and other customers’ indemnity demands with respect to pending litigation, could materially harm our business, operating results and financial condition. When we believe a loss or a cost of indemnification is probable and can be reasonably estimated, we accrue the estimated loss or cost of indemnification in our consolidated financial statements. Where the outcome of these matters is not determinable, we do not make a provision in our financial statements until the loss or cost of indemnification, if any, is probable and can be reasonably estimated or the outcome becomes known. Although to date we have not agreed to defend or indemnify our wireless carrier or other customers for outstanding and unresolved indemnity demands where we do not believe we have an obligation to do so or that our solution infringes on asserted intellectual property rights, we may in the future agree to defend and indemnify our wireless carrier or other customers in connection with demands for indemnification, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe our solution infringes the asserted intellectual property rights. Alternatively, we may reject certain of our wireless carriers’ or other customers’ indemnity demands, including the outstanding demands, which may lead to disputes with our wireless carrier or other customers, negatively impact our relationships with them or result in litigation against us. Our wireless carrier or other customers may also claim that any rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. If we make substantial payments as a result of indemnity demands, our relationships with our wireless carrier or other customers are negatively impacted, or any of our wireless carrier or customer agreements is terminated, our business, operating results and financial condition could be materially harmed.

Item 1A.

Risk Factors.

We operate in a rapidly changing environment that involves numerous uncertainties and risks. The following risks and uncertainties may have a material and adverse effect on our business, financial condition or results of operations. You should consider these risks and uncertainties carefully, together with all of the other information included or incorporated by reference in this Form 10-Q. If any of the risks or uncertainties we face were to occur, the trading price of our securities could decline, and you may lose all or part of your investment.

Risk related to our business

We are substantially dependent on two wireless carrier customers for a large portion of our revenue and if these wireless carrier customers were to limit or terminate our relationships with them or to offer LBS directly or from other vendors, our revenue and net income would be adversely affected.

We are substantially dependent on two wireless carrier customers for a large portion of our revenue. In the nine months ended March 31, 2012 and 2011, Sprint represented 37% and 43% of our revenue, respectively. Effective September 1, 2010, we amended our agreement with Sprint to, among other things, extend the term of our agreement from December 31, 2011 to December 31, 2012. Pursuant to the terms of our agreement with Sprint, we are Sprint’s preferred supplier of navigation applications until December 31, 2012 and Sprint is required to use commercially reasonable efforts to feature our navigation services more prominently than other navigation applications on handsets and to preload certain of our products on handsets. Sprint is entitled to expand the number of bundles in which our navigation services are offered. For bundled navigation services, Sprint pays us a fixed fee regardless of the number of subscribers (up to specified thresholds). Sprint may terminate the obligations related to our bundled navigation services for any reason, beginning July 1, 2012, by providing notice at least 30 business days prior to termination. We and Sprint have engaged in discussions relating to our agreement and we believe that these discussions, if successful, will likely result in modifications to the duration, financial terms, and promotion of our services offered to Sprint customers under the agreement, as well as a significant reduction in revenue from Sprint beginning in the three months ending June 30, 2012. There can be no assurance as to what specific terms may be achieved or whether the parties will agree to any changes to the current contract. Our failure to renew or renegotiate this agreement on favorable terms or at all, a termination of our agreement by Sprint or our failure to otherwise maintain our relationship with Sprint would substantially reduce our revenue and significantly harm our business, operating results and financial condition.

In connection with our amended agreement with Sprint, we have continued to work with Sprint to transition Sprint Navigation branded services to Telenav branded navigation services; however, the branding transition may not increase end user recognition of our brand and may result in confusion that results in reduced or more limited adoption of our services by Sprint’s subscribers.

In March 2008, Sprint began offering certain plans which currently include our LBS. As a result, we have experienced a significant increase in end users and benefitted from increased marketing exposure since the introduction of these plans. If Sprint reduces its expenditures for marketing our LBS, changes these plans to reduce or eliminate our services, prices our LBS at a level that makes them less attractive or offers and promotes competing LBS, in lieu of, or to a greater degree than, our LBS, our revenue would be materially reduced and our business, operating results and financial condition would be materially and adversely affected.

For each of the nine months ended March 31, 2012 and 2011, AT&T represented 37% of our total revenue. AT&T is not required to offer our LBS. As amended in January 2011, our agreement with AT&T expires in March 2013 and during the term of our agreement, we are the exclusive provider of white label GPS navigation services to AT&T. If AT&T were to terminate its agreement

with us or fail to renew or renegotiate the agreement on favorable terms when it expires, we would lose a substantial portion of our revenue and our business operating results and financial condition could be harmed. Furthermore, our failure to otherwise maintain our relationship with AT&T would substantially harm our business.

We recently introduced freemium navigation and we may not be successful with these new products or convert “free” users to paid users.

We introduced freemium offerings on the Apple App Store and through other marketplaces. Freemium offerings are free basic navigation services that are monetized through paid upgrades to premium products, as well as through advertising. We may not achieve substantial end user acceptance of these products, as measured by downloads, and even if end users download and use the freemium products, we may not be successful in converting those “free” users into paid users. We have limited experience in marketing our products and services directly to end users or generating advertising revenue. We may not be successful in gaining visibility among end users without incurring significant expenses to market our products and services to those users. In addition, we do not have experience in converting users of free applications to paid users or in generating revenue from full featured products solely through advertising revenue. If we are unable to achieve high visibility among end users or fail to convince those end users to convert to paid products and services, we may be unable to sustain our revenue and profitability in the future.

We operate in a highly competitive market, including competitors that offer their services for free, which could make it difficult for us to acquire and retain wireless carrier customers and end users.

The market for development, distribution and sale of LBS is highly competitive. Many of our competitors have greater name recognition, larger customer bases and significantly greater financial, technical, marketing, public relations, sales, distribution and other resources than we do. Competitors may offer LBS that have at least equivalent functionality to ours for free. For example, Google offers free, voice guided, turn by turn navigation as part of its Google Maps product for mobile devices based on the Android 1.6 and higher operating system platforms and Nokia Corporation, or Nokia, provides a download for its latest version of Nokia Maps on its smartphones which also provides turn by turn navigation functions. Microsoft Corporation, or Microsoft, also provides a free turn by turn navigation solution with its Windows Mobile operating system via their Bing for Mobile application. Competition from these free offerings may reduce our revenue and harm our business. If our wireless carrier customers can offer these LBS to their subscribers for free, they may elect to cease their relationships with us, alter or reduce the manner or extent to which they market or offer our services or require us to substantially reduce our fees or pursue other business strategies that may not prove successful.

In addition, developers of mobile device operating systems may introduce features that make it more difficult for our LBS to compete effectively. For instance, Google’s Android Voice Search utilizes the Google Maps product by default for LBS. If end users were to adopt Android Voice Search, or a feature with similar functionality on a competing mobile device operating system, the usage of our LBS may decline and our revenue and business would be harmed as a result.

Our primary competitors include providers of LBS such as Google, Microsoft, Nokia, TeleCommunication Systems, or TCS, Intel Corporation, or Intel, through its recent acquisition of Telmap, and TomTom Maps; PND providers such as Garmin Ltd., or Garmin, and TomTom Maps; integrated navigation mobile phone providers such as Garmin and Nokia; providers of Internet and mobile based maps and directions such as AOL Corporation, or AOL, Mapquest, Inc., or Mapquest, Google, Microsoft and Yahoo!, Inc., or Yahoo; and wireless carriers and communication solutions providers developing their own LBS. Some of our competitors’ and our potential competitors’ advantages over us, either globally or in particular geographic markets, include the following:

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the provision of their services at no or low cost to consumers;

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significantly greater revenue and financial resources;

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stronger brand and consumer recognition regionally or worldwide;

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the capacity to leverage their marketing expenditures across a broader portfolio of mobile and nonmobile products;

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access to core technology and intellectual property, including more extensive patent portfolios;

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access to custom or proprietary content;

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quicker pace of innovation;

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stronger wireless carrier and handset manufacturer relationships;

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greater resources to make and integrate acquisitions;

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lower labor and development costs; and

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broader global distribution and presence.

Our competitors’ and potential competitors’ advantages over us could make it more difficult for us to sell our LBS, and could result in increased pricing pressures, reduced profit margins, increased sales and marketing expenses and failure to increase, or the loss of, market share or expected market share, any of which would likely cause harm to our business, operating results and financial condition.

Our wireless carrier customers may change the pricing and other terms by which they offer our LBS, which could result in increased end user turnover, lower revenue and adverse effects on our business.

Certain of our wireless carrier customers sell unlimited data service plans that include our LBS. As a result, end users do not have to pay a separate monthly fee to use our services. If our wireless carrier customers were to eliminate our services from their unlimited data service plans, we could lose end users as they would be required to pay a separate monthly fee to continue to use our services. In addition, we could be required to change our fee structure to retain end users, which could negatively affect our gross margins. For example, in 2010, we entered into an amendment with Sprint that changed our fee structure from a per user per month fee to a flat fee across all users (up to certain thresholds) per year, which decreased our per end user revenue. Consistent with its past efforts to reduce costs, we anticipate that Sprint may also seek to reduce the fee it pays us or convert to a different fee model, even though we are not compensated on a per user basis, regardless of whether our existing agreements with Sprint are still in effect. Our wireless carrier customers may also seek to reduce the monthly fees per subscriber that they pay us if their subscribers do not use our services as often as the wireless carriers expect or for any other reason in order to reduce their costs. Our wireless carrier customers may also decide to raise prices, impose usage caps or discontinue unlimited data service plans, which could cause our end users who receive our services through those plans to move to a less expensive plan that does not include our services or terminate their relationship with the wireless carrier. If imposed, these pricing changes or usage restrictions could make our LBS less attractive and could result in current end users abandoning our LBS. If end user turnover increased, the number of our end users and our revenue would decrease and our business would be harmed. We are also required to give AT&T certain most favored customer pricing on specified products and in certain markets. In certain circumstances this may require us to reduce the price per end user under the AT&T contract, which may adversely impact our revenue.

The success of our automotive navigation products may be affected by overall demand for new vehicles and our ability to offer products for geographies throughout the world.

Our ability to succeed long term in the automotive industry depends on our ability to expand the number of models offered with our navigation solution with our current automobile manufacturers. We are also dependent upon our ability to attract new automobile manufacturers and OEMs. For automobile manufacturers with whom we have established relationships, such as Ford, our success depends on continued production and sale of new vehicles with and adoption by end users of our products offered by such automobile manufacturers, when the product is not a standard feature. As we move forward, our existing automobile manufacturers and OEMs may not include our solutions in future year vehicles or territories, which would negatively affect our revenue from these products. Production and sale of new vehicles is subject to delay from forces outside of our control, such as natural disasters, parts shortages and work stoppages, as well as general economic conditions.

We may be unable to enter into agreements to provide automobile navigation products if we do not offer navigation products that serve geographies throughout the world or automobile manufacturers and OEMs are uncomfortable with our ability to support markets outside of the United States. Our ability to build demand for our automobile navigation products is also dependent upon our ability to provide the products in a cost effective manner, which may require us to renegotiate map and POI content relationships to address the specific demands of on-board navigation applications.

We are substantially dependent on our wireless carrier customers to market and distribute our LBS to end users and our business may be harmed if our wireless carrier customers elect not to broadly offer our services.

We rely on our wireless carrier customers to introduce, market and promote our LBS to end users. Only one of our wireless carrier customers is contractually obligated to continue to do so. If wireless carrier customers do not introduce, market and promote mobile phones that are GPS enabled and on which our client software is preloaded and do not actively market our LBS, our LBS will not achieve broader acceptance and our revenue may not grow as fast as anticipated, or may decline.

Wireless carriers, including those with which we have existing relationships, may decide not to offer our services and may enter into exclusive relationships with one or more of our competitors. While our LBS may still be available to customers of those wireless carriers as downloads from application stores or our website, sales of our LBS would likely be much more limited than if our LBS were preloaded as a white label service actively marketed by the carrier or were included as part of a bundle of services. Our inability to offer our LBS through a preloaded white label offering or as part of a bundle on popular mobile phones would harm our operating results and financial condition.

New entrants and the introduction of other distribution models, particularly free to premium options, in the LBS market may harm our competitive position.

The markets for development, distribution and sale of LBS are evolving rapidly. New entrants seeking to gain market share by introducing new technology and new products may make it more difficult for us to sell our LBS, and could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

Although historically wireless carriers controlled provisioning and access to the applications that could be used on mobile phones connected to their networks, in recent years consumers have been able to download and provision applications from individual provider websites and to select from a menu of applications through the Apple App Store, Google Play, the Blackberry App World and other application aggregators. In these marketplaces there is a high premium on being noticed. In order to achieve high market rankings many vendors, including ourselves, provide free versions of products that then provide opportunities for end users to upgrade to premium versions for a charge. This distribution model may not be sustainable if the cost of providing free services is greater than the revenue opportunity associated with the premium services and any related revenue opportunity for free services, such as advertising.

In addition, other new entrants may seek to have their products preloaded on mobile devices by OEMs or offered by OEMs directly. Increased competition from providers of LBS which do not rely on a wireless carrier may result in fewer wireless carrier subscribers electing to purchase their wireless carrier’s branded LBS, which could harm our business and revenue. In addition, these LBS may be offered for free or on a one-time fee basis, which could force us to reduce monthly subscription fees, migrate to a one-time fee model or offer free versions of our products that allow for upgrades to more premium versions for a fee to remain competitive. We may also lose end users or face erosion in revenue if these competitors deliver their products without charge to the consumer by generating revenue from advertising or as part of other applications or services. Finally, we may not be successful at generating revenue from premium navigation services if end users believe that free services are comparable or adequate.

Our success depends on significantly increasing the number of end users that purchase our LBS from our wireless carrier customers.

Our revenue is derived almost exclusively from subscription fees that we receive from our wireless carrier customers for end users who subscribe to our services on a standalone basis or in a bundle with other services. Depending on the wireless carrier contracts, we receive revenue as (1) a monthly subscription fee per end user, (2) a fixed annual fee for any number of subscribers (up to specified thresholds) receiving our services as part of bundles with other voice and data services, (3) a revenue sharing arrangement that may include a minimum fee per end user or (4) based on usage or other basis. To date, a relatively small number of end users have subscribed for our services in connection with their wireless plans compared to the total number of mobile phone users. Our near term success depends heavily on achieving significantly increased subscriber adoption of our LBS either through standalone subscriptions to our services or as part of bundles from our existing wireless carrier customers. Our success also depends on achieving widespread deployment of our LBS by attracting and retaining additional wireless carrier customers. The use of our LBS will depend on the pricing and quality of those services, subscriber demand for those services, which may vary by market, as well as the level of subscriber turnover experienced by our wireless carrier customers. If subscriber turnover increases more than we anticipate, our financial results could be adversely affected.

If our current and future wireless carrier customers do not successfully market our LBS, particularly GPS Navigator, to their customers or if we are not successful in maintaining and expanding our relationships with our wireless carrier customers, we will not be able to maintain or increase the number of end users that use our LBS and our business, operating results and financial condition will be materially adversely affected.

If our wireless carrier customers lose net subscribers, such as the losses Sprint previously experienced, or if their subscribers do not continue to purchase service plans that include our LBS and we are unable to develop relationships with other significant wireless carriers, we may lose end users and our revenue and operating results may be adversely affected.

Wireless carriers’ relationships with subscribers have been threatened by several factors, including strong competition, lack of subscriber loyalty and the development of direct relationships between mobile phone manufacturers and mobile phone operating system providers and consumers. A loss of net subscribers by one or more of our wireless carrier customers could harm our business as we rely on our wireless carrier customers to market our products. For example, one of our key wireless carrier customers, Sprint, has experienced losses in net subscribers in the past. Although Sprint has recently experienced gains in net subscribers, if these gains in subscribers are not sustained or if Sprint subscribers do not continue to purchase service plans that include our LBS, we may also lose end users and experience a decline in revenue to the extent we are unable to develop similar relationships with other significant wireless carriers which include our services in attractive bundled or other LBS offerings that generate comparable revenue. A significant decrease in the number of our end users will adversely affect our revenue and operating results.

Our ability to increase or maintain our end user base and revenue will be impaired if mobile phone manufacturers do not allow us to customize our services for their new devices.

We typically deliver our services through client software that has been customized to work with a given mobile phone’s operating system, features and form factors. Wireless carrier customers often insist that mobile phone manufacturers permit us to customize our client software for their devices in order to provide the end user with a positive experience. Wireless carriers or mobile phone manufacturers may enter into agreements with other providers of LBS for new or popular mobile phones. For this reason or others, some mobile phone manufacturers may refuse to permit us to access preproduction models of their mobile phones or the mobile phone manufacturers may offer a competing service. If mobile phone manufacturers do not permit us to customize our client software and preload it on their devices, we may have difficulty attracting end users because of poor user experiences or an inconvenient provisioning process. If we are unable to provide seamless provisioning or end users cancel their subscriptions to our services because they have poor experiences, our revenue may be harmed.

Our operating income and net income could decline as a percentage of revenue as we make further expenditures to enhance and expand our operations in order to support additional growth in our business.

As a percentage of revenue, our operating income was 21% and 35% and our net income was 16% and 21% in the nine months ended March 31, 2012 and 2011, respectively. Since June 30, 2008, we have made significant investments in new operating and information systems and additional data centers, hired substantial numbers of new research and development, sales and marketing and general and administrative personnel, leased new facilities for our headquarters and expanded our operations outside the United States. Efforts to develop new services and products and attract new wireless carrier customers require investments in anticipation of longer term revenue. We intend to make additional investments in systems and personnel and continue to expand our operations to support anticipated growth in our business. As a result of these factors, we believe our operating income and net income may decline as a percentage of revenue through fiscal 2012 and beyond. Furthermore, our investments and expenditures may not result in the growth that we anticipate. We also will not be able to reduce our expenditures on a timely basis, if at all, if we do not generate anticipated revenue.

We are substantially dependent on revenue from our GPS Navigator service, our flagship LBS, and, if revenue from GPS Navigator declines and if we fail to generate significant revenue from other services, our operating results may be harmed.

Although revenue in absolute dollars from sources other than GPS Navigator rose in all periods presented, revenue from our GPS Navigator service declined from the nine months ended March 31, 2011 to the nine months ended March 31, 2012, primarily due to the transition to a fixed fee with Sprint. If we were unable to be the exclusive provider of white label navigation services to our major wireless carrier customers or the number of end users for GPS Navigator were to decline, our revenue would be substantially harmed. We have experienced a reduction of revenue from GPS Navigator over time, partially as a result of increased competition from free and other low cost offerings and from the renegotiation of agreements with our wireless carrier customers. We may be unable to increase our revenue from our enterprise LBS, automotive navigation, mobile advertising and commerce and premium LBS. If we were unable to offset declining revenue from GPS Navigator by increasing the amount of revenue that our other services and products represent, our business, operating results and financial condition would be harmed.

We rely on our customers for timely and accurate subscriber information. A failure or disruption in the provisioning of this data to us would materially and adversely affect our ability to manage our business effectively.

We rely on our wireless carrier customers to bill subscribers and collect monthly fees for our LBS, either directly or through third party service providers. In addition, we rely on our automotive and OEM customers to provide us with reports on the number of vehicles they sell with our on-board navigation services included, If our customers or their third party service providers provide us with inaccurate data or experience errors or outages in their own billing and provisioning systems when performing these services or sales reporting systems for vehicles, our revenue may be less than anticipated or may be subject to adjustment with the customer. In the past, we have experienced errors in wireless carrier reporting. If we are unable to identify and resolve discrepancies in a timely manner, our revenue may vary more than anticipated from period to period and this could harm our business, operating results and financial condition.

We rely on a proprietary provisioning and reporting system to track end user activation, deactivation and usage data and any material failures in this system could harm our revenue, affect our costs and impair our ability to manage our business effectively.

Our provisioning and reporting system that authenticates end users and tracks the number of end users and their use of our services is a proprietary and customized system that we developed internally. Although we believe that the flexibility of this service to integrate tightly with wireless carriers’ reporting and provisioning systems gives us a competitive advantage, we might lose revenue and the ability to manage our business effectively if the system were to experience material failures or be unable to scale as our business grows. In addition, we may not be able to report our financial results on a timely basis if our customers question the accuracy of our records or we experience significant discrepancies between the data generated by our provisioning and reporting systems and data generated by their systems, or if our systems fail or we are unable to report timely and accurate information to our third party data providers. The inability to timely report our financial results would impair the quality of our financial reporting and could result in the delisting of our common stock.

Our profitability may decline as we expand into other service and product areas and we may be unable to recoup our investments.

We receive a substantial majority of our revenue from monthly subscription fees paid by wireless carrier customers who bill their subscribers for our services on a standalone or bundled basis. As we expand our LBS offerings to enable end users to purchase our services from application stores outside of wireless carriers’ sales platforms, we may have to adapt our revenue model to a one-time fee for services. In addition, as we expand into the automotive navigation market, mobile advertising and commerce and premium LBS or other markets for LBS, we may be required to adopt pricing models other than monthly subscription fees and may incur cost of revenue substantially different than that which we have experienced historically due in part to third party content costs. These different pricing models and increased costs of revenue may result in declines in our gross margins.

We have limited experience in selling our services and products outside of the wireless carrier application platform. As we expand into new service and product areas, such as automotive navigation systems, we may not be able to compete effectively with existing market participants and may not be able to realize a positive return on the investment we have made in these products or services. If our introduction of a new product or service is not successful or we are not able to achieve the revenue or margins we expect, our operating results may be harmed and we may not recover our product development and marketing expenditures.

Our automotive navigation products are an important part of our effort to expand outside of mobile device navigation to other platforms and we may not be successful in our efforts to attract and retain automobile manufacturers and OEMs, implement profitable and high quality products or achieve end customer acceptance of our services and fee model.

We compete with established automotive OEMs and providers of on-board navigation services such as Robert Bosch GmbH, Garmin, TomTom Maps and NNG, or Nav N Go, as well as other competitors such as Google, Microsoft and TCS. Certain of the on-board solutions that we offer may not satisfy automotive manufacturers’ or end customers’ expectations for those solutions. To the extent that we charge service fees beyond an initial fee at the time the vehicle is purchased, we may not be successful in gaining traction with customers to provide services and charge ongoing fees outside of the traditional on-board navigation service model.

As we have limited experience in the on-board navigation market, we also may not price our solutions in such a way that is profitable for us and enables us to recoup the development expenses we incurred to provide such solutions in the time we expect or at all. Development schedules for automotive navigation products are difficult to predict, and there can be no assurance that we will achieve timely delivery of these products to our customers. If we fail to achieve profitability in any of our automotive navigation solutions (whether on-board, off-board or other), we may be unable to achieve the benefits of revenue diversification.

We recently introduced Scout, a service that end users can access for navigation and planning with their PCs, mobile devices or cars. We have not previously offered a planning service or a service that spans different platforms. We cannot assure you that automobile manufacturers and end users will accept our Scout service or, even if they do, that end users will adopt and use this service, which encompasses services different than our historical strength in navigation, or that we will be able to generate sufficient revenue from Scout to offset its costs. If we fail to develop innovative products that automobile manufacturers and end users adopt, our operating results and financial condition could be harmed.

We are also dependent on our automobile manufacturer or OEM customers to report on vehicles sold and to remit fees due at the time of sale. If our automobile manufacturer or OEM customers do not report promptly or correctly, our revenue, cost of revenue and net income may be affected.

If our end users increase their usage of our services, our net operating income may decline because the fees we receive from our wireless carrier customers generally do not depend on usage.

With limited exceptions, our wireless carrier customers pay us fees that do not vary depending on whether or how often an end user uses our services. Historically, end users using certain mobile phones or under certain service plans tended to use our services more than other end users. We budget and operate our services by making certain assumptions about usage patterns. If our end users were to further increase their usage of our services substantially or were to be permitted to use basic versions of our service for a fee, we would incur additional expenses to expand our server capacity, operate additional data centers and pay additional third party content fees. These additional costs would harm our operating results and financial condition.

We may not be able to enhance our LBS to keep pace with technological and market developments, or develop new LBS in a timely manner or at competitive prices.

The market for LBS is emerging and is characterized by rapid technological change, evolving industry standards, frequent new product introductions and short product life cycles. To keep pace with technological developments, satisfy increasing customer requirements and achieve product acceptance, our future success depends upon our ability to enhance our current LBS platform and to continue to develop and introduce new LBS offerings and enhanced performance features and functionality on a timely basis at competitive prices. Our inability, for technological or other reasons, to enhance, develop, introduce or deliver compelling LBS in a timely manner, or at all, in response to changing market conditions, technologies or consumer expectations could have a material adverse effect on our operating results or could result in our LBS becoming obsolete. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering team and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our LBS platform with evolving industry standards and protocols and competitive network operating environments.

Development and delivery schedules for LBS are difficult to predict. We have in the past and may in the future fail to deliver new versions of our services in a timely fashion. If new releases of our LBS are delayed or our services are not preloaded on mobile phones upon their initial commercial release, our wireless carrier customers may curtail their efforts to market and promote our LBS and end users may switch to competing services, any of which would result in a delay or loss of revenue and could harm our business.

In addition, we cannot assure you that the technologies and related LBS that we develop will be brought to market by our wireless carrier customers as quickly as anticipated or that they will achieve broad acceptance among wireless carriers or consumers.

We rely on third party data and content to provide our services and if we were unable to obtain content at reasonable prices, or at all, our gross margins and our ability to provide our services would be harmed.

We rely on third party data and content to provide our services, including map data, POI, traffic information, gas prices and weather information. If our suppliers of this data or content were to enter into exclusive relationships with other providers of LBS or were to discontinue providing such information and we were unable to replace them cost effectively, or at all, our ability to provide our services would be harmed. Our gross margins may also be affected if the cost of third party data and content increases substantially.

We obtain map data from TomTom Maps and NAVTEQ, which are companies owned by our current and potential competitors TomTom Maps and Nokia, respectively. Accordingly, these third party data and content providers may act in a manner that is not in our best interest. For example, they may cease to offer their map data to us.

We may not be able to upgrade our LBS platform to support certain advanced features and functionality without obtaining technology licenses from third parties. Obtaining these licenses may be costly and may delay the introduction of such features and functionality, and these licenses may not be available on commercially favorable terms, or at all. The inability to offer advanced features or functionality, or a delay in our ability to upgrade our LBS platform, may adversely affect consumer demand for our LBS and, consequently, harm our business.

We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, our financial performance may suffer.

We have substantially expanded our overall business, end user base, headcount and operations in recent periods. We increased our total number of full time employees from 438 at June 30, 2008 to 1,005 at March 31, 2012. During this same period, we made substantial investments in our information systems and significantly expanded our operations outside the United States, including an expansion of our research and development activities in China. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. If we are unable to manage our growth successfully, our operating results will suffer. In addition, due to the large number of employees located outside of the United States, we have exposure to changes in foreign currency rates which could result in higher labor and related operating costs.

Network failures, disruptions or capacity constraints in our third party data center facilities or in our servers could affect the performance of our LBS and harm our reputation and our revenue.

Our LBS are provided through a combination of our servers, which we house at third party data centers, the public Internet and the private and wireless networks of our wireless carrier customers. Our operations rely to a significant degree on the efficient and uninterrupted operation of the third party data centers we use. Our hosted data centers are currently located in third party facilities located in the San Francisco Bay Area and the Sacramento, California area. Depending on the growth rate in the number of our end users and their usage of our services, if we do not timely complete and open additional data centers, we may experience capacity issues, which could lead to service failures and disruptions. In addition, if we are unable to secure data center space with appropriate power, cooling and bandwidth capacity, we may be unable to efficiently and effectively scale our business to manage the addition of new wireless carrier customers, increases in the number of our end users or increases in data traffic.

Our data centers are potentially vulnerable to damage or interruption from a variety of sources, including fire, flood, earthquake, power loss, telecommunications or computer systems failure, human error, terrorist acts or other events. We have not yet completed a comprehensive business continuity plan and there can be no assurance that the measures implemented by us to date, or measures implemented by us in the future, to manage risks related to network failures or disruptions in our data centers will be adequate, or that the redundancies built into our servers will work as planned in the event of network failures or other disruptions. In particular, if we experienced damage or interruptions to our data centers in the San Francisco Bay Area, or were unable to commence recovery operations in our data center in Sacramento, California, our ability to provide efficient and uninterrupted operation of our services would be significantly impaired.

We could also experience failures of our data centers or interruptions of our services, or other problems in connection with our operations, as a result of:

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damage to or failure of our computer software or hardware or our connections and outsourced service arrangements with third parties;

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errors in the processing of data by our servers;

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computer viruses or software defects;

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physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; or

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errors by our employees or third party service providers.

Poor performance in or disruptions of our services could harm our reputation, delay market acceptance of our services and subject us to liabilities. Our wireless carrier agreements require us to meet at least 99.9% operational uptime requirements, excluding scheduled maintenance periods, or be subjected to penalties.

In addition, if our end user base continues to grow, additional strain will be placed on our technology systems and networks, which may increase the risk of a network disruption. Any outage in a network or system, or other unanticipated problem that leads to an interruption or disruption of our LBS, could have a material adverse effect on our operating results and financial condition.

If our LBS platform does not scale as anticipated, or we are unable to grow data center capacity as needed, our business will be harmed.

Despite frequent testing of the scalability of our LBS platform in a test environment, the ability of our LBS platform to scale to support a substantial increase in the use of our services or number of users in an actual commercial environment is unproven. If our LBS platform does not efficiently and effectively scale to support and manage a substantial increase in the use of our services or number of users while maintaining a high level of performance, our business will be seriously harmed.

Our quarterly revenue and operating results have fluctuated in the past and may fluctuate in the future due to a number of factors. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

Our quarterly revenue and operating results may vary significantly in the future. Therefore, you should not rely on the results achieved in any one quarter as an indication of future performance. Period to period comparisons of our revenue and operating results may not be meaningful. Our quarterly results of operations may fluctuate as a result of a variety of factors, including, but not limited to, those listed below, many of which are outside of our control:

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changes in the pricing of our services or products or those of our competitors and changes in the pricing and content of bundled LBS offerings of our wireless carrier customers, such as the revenue model changes resulting from our recent contract amendment with Sprint;

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impact of results of the offering of a premium upgrade on a basic version of our service that is offered for free included in a wireless carrier customer’s bundled offerings;

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changes made to an existing contractual obligations with a customer that may affect the nature and timing of revenue recognition;

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loss of subscribers by our wireless carrier customers or a reduction in the number of subscribers to plans that include our services;

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the timing and quality of information we receive from our customers;

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our inability to attract new end users;

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the timing and success of new service introductions by us or our competitors;

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the timing and success of new mobile phone introductions by our wireless carrier customers;

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the loss of our relationship with any particular wireless carrier customer;

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the timing and success of wireless carrier customers’ marketing expenditures;

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the seasonality of new vehicle model introductions and consumer buying patterns, as well as the affects of financial market turmoil and economic uncertainty on vehicle purchases;

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the extent of any interruption in our services;

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the amount and timing of operating costs and capital expenditures related to the expansion of our operations and infrastructure;

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the timing of expenses related to the development or acquisition of technologies, products or businesses;

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potential foreign currency exchange gains and losses associated with expenses and sales denominated in currencies other than the U.S. dollar;

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general economic, industry and market conditions that impact expenditures for smartphones and LBS in the United States and other countries where we sell our services and products;

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changes in interest rates and our mix of investments, which would impact our return on our investments in cash and marketable securities;

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changes in our effective tax rates; and

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the impact of new accounting pronouncements.

Fluctuations in our quarterly operating results might lead analysts to change their models for valuing our common stock. As a result, our stock price could decline rapidly and we could face costly securities class action lawsuits or other unanticipated issues.

If a substantial number of end users change mobile phones or if our wireless carrier customers switch to subscription plans that require active monthly renewal by end users, our revenue could suffer.

Subscription fees represent the vast majority of our revenue. As mobile phone development continues and new mobile phones are offered at subsidized rates to subscribers in connection with plan renewals, an increasing percentage of end users who already subscribe to our services will likely upgrade from their existing mobile phones. With some wireless carriers, subscribers are unable to automatically transfer their existing subscriptions from one mobile phone to another, or may choose to discontinue our services if their new device has an alternative application pre-installed.

In addition, wireless carriers may switch to subscription billing systems that require subscribers to actively renew, or opt-in, each month from current systems that passively renew unless subscribers take some action to opt-out of their subscriptions. In either case, unless we or our wireless carrier customers are able to resell subscriptions to these subscribers or replace these subscribers with other subscribers, our revenue would suffer and this could harm our business, operating results and financial condition.

If we are unable to attract new wireless carrier customers, our revenue growth may be adversely affected and our net income could decline.

If we do not add new wireless carrier customers and increase the number of end users who receive our services through those new wireless carrier customers, we may not be able to increase our revenue in the longer term. Our sales and marketing efforts may not be successful in establishing relationships with new wireless carrier customers. We will not be successful in expanding into new geographic markets without developing relationships with successful wireless carriers in those markets. We expect to incur significant additional expenses in hiring additional personnel and expanding our international operations in order to attract new wireless carrier customers in different geographic markets to achieve revenue growth. If we fail to attract new successful wireless carrier customers and their subscribers or our new service introductions are not successful, we may be unable to increase our revenue and our operating results may be adversely affected.

Our lengthy sales cycle makes it difficult for us to predict when we will generate revenue from wireless carrier and automobile manufacturer and OEM customers.

We have a lengthy and complex sales process. The integration and testing of our LBS platform with a prospective wireless carrier requires substantial time and expense before launching our LBS with that wireless carrier. In new geographic markets, our sales cycles are typically longer and may involve more challenges such as language or government regulation/compliance requirements. Even after a wireless carrier decides to launch our LBS, the integration of our LBS platform with a wireless carrier’s network and billing systems generally requires several months to complete. Moreover, launch of our LBS by a wireless carrier typically may be timed to coincide with a new mobile phone launch, over which we have no control. In addition, being selected to participate and designed into new vehicle models is a lengthy and time consuming process and our LBS platform may not be included for factors beyond our control if we are participating in the vehicle design with an OEM. Because of these lengthy cycles, we may experience delays from the time we begin the sales process and incur increased costs and expenses to obtain a partner as a customer and integrate our LBS platform until the time we generate revenue from such wireless carrier, OEM or automobile manufacturers. These delays may make it difficult to predict when we will generate revenue from new customers.

The failure of mobile phone providers selected by our wireless carrier customers to keep pace with technological and market developments in mobile phone design and the rapid transition in the industry from feature phones to smartphones may negatively affect the demand for our LBS.

Wireless carriers select various mobile phones to run on their wireless networks. Our future success will depend on these mobile phone providers’ ability to design and manufacture mobile phones that meet the demands of wireless carriers and their subscribers. In order to continue their relationships with the wireless carriers, these mobile phone providers will have to continue to invest in developing mobile phones that are compatible with the advanced network technology that wireless carriers are deploying to increase network capacity and speed. If our wireless carrier customers fail to select mobile phone providers whose products have superior GPS capabilities or fail to adopt other advanced technologies, our ability to sell our LBS may suffer. If we do not extend our client software to these devices in a timely and efficient manner before the initial commercial launch of the mobile phone, our adoption rates will suffer. In addition, if our wireless carrier customers select mobile phones that are incompatible with our LBS client software, we will

incur additional time and expenses to extend our services to those devices, which may cause us to incur unanticipated operating expenses and miss product launch windows. Because of short product life cycles in the wireless communications industry, if we fail to integrate our software on a mobile phone prior to its commercial launch or if it is preloaded with another provider’s LBS, we may lose a substantial opportunity to gain end users who purchase that device and our revenue may suffer.

The rapid transition occurring in the market for mobile phones from feature phones to smartphones creates opportunities for competitors to enter the market for our LBS with wireless carriers that traditionally provided a single option for their platform. This shift in consumer hardware choice may result in more competitors targeting the smartphone opportunities at lower prices without having to cooperate with the wireless carrier. We traditionally benefited in our relationship with wireless carriers through their distribution of our application for their devices as the pre-loaded option for end users. As end users become accustomed to searching out their own applications generally they may also seek out more alternatives for their LBS application.

Successful sales of our LBS depend on our wireless carrier customers keeping pace with changing consumer preferences for mobile phones and our ability to appeal to smartphone users with more application options. If our wireless carrier customers do not select mobile phones with the design attributes attractive to consumers, such as thin form factors, high resolution screens and desired functionality, customers may select wireless carriers with whom we do not have a relationship and subscriptions for our LBS may decline and, consequently, our business may be harmed.

A large percentage of our research and development operations are conducted in China and our ability to introduce new services and support our existing services cost effectively depends on our ability to manage those remote development sites successfully.

Our success depends on our ability to enhance our current services and develop new services and products rapidly and cost effectively. We currently have a majority of our research and development personnel in China. We recently began to consolidate two of our research and development centers in China to a single research and development center. Although we have sought to retain certain of the personnel by transferring them to our other locations, we may be unable to do so. As we do not have substantial experience managing core product development operations that are remote from our U.S. headquarters, we may not be able to manage these remote centers successfully. We could incur unexpected costs or delays in product development that could impair our ability to meet market windows or cause us to forego certain new product opportunities.

Because our long term success depends on our ability to increase the number of end users located outside of the United States, our business will be susceptible to risks associated with international operations.

As of March 31, 2012, we had international operations in China, the United Kingdom and Brazil. Our experience with wireless carriers and automobile manufacturers and OEMs outside the United States is limited. Our revenue from the United States comprised 95% and 96% of our total revenue for the nine months ended March 31, 2012 and 2011, respectively. Our limited experience in operating our business outside the United States increases the risk that our current and future international expansion efforts may not be successful. In particular, our business model may not be successful in particular countries or regions outside the United States for reasons that we currently do not anticipate. In addition, conducting international operations subjects us to risks that we have not generally faced in the United States. These include:

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fluctuations in currency exchange rates;

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unexpected changes in foreign regulatory requirements

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difficulties in managing the staffing of remote operations;

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potentially adverse tax consequences, including the complexities of foreign value added tax systems, restrictions on the repatriation of earnings and changes in tax rates;

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dependence on foreign wireless carriers with different pricing models;

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roaming charges to end users;

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availability of reliable 2G, 3G and 4G mobile networks in those countries;

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requirements that we comply with local telecommunication regulations in those countries;

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the burdens of complying with a wide variety of foreign laws and different legal standards;

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increased financial accounting and reporting burdens and complexities;

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political, social and economic instability in some jurisdictions;

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terrorist attacks and security concerns in general; and

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reduced or varied protection for intellectual property rights in some countries.

The occurrence of any one of these risks could negatively affect our international business and, consequently, our operating results. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability.

We rely on our management team and need additional personnel to grow our business, and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business.

Our success and future growth depend on the skills, working relationships and continued services of our management team. Our future performance will depend on our ability to continue to retain our senior management.

Our future success also will depend on our ability to attract, retain and motivate highly skilled personnel in the United States and internationally. All of our employees work for us on an at will basis. Competition for highly skilled personnel is intense, particularly in the software industry and for persons with experience with GPS and LBS. The high degree of competition for personnel we experience has resulted in and may also continue to result in the incurrence of significantly higher compensation costs to attract, hire and retain employees. We have from time to time experienced, and we expect to continue to experience, difficulty in attracting, hiring and retaining highly skilled employees with appropriate qualifications. In addition, existing employees often consider the value of the stock awards they receive in connection with their employment. If our stock price performs poorly, it may adversely affect our ability to retain highly skilled employees. Our inability to attract and retain the necessary personnel could adversely affect our business and future growth prospects.

If we are unable to integrate future acquisitions successfully, our operating results and prospects could be harmed.

Other than our acquisition of Goby in September 2011, we have not made any acquisitions to date. In the future, we may make acquisitions to improve our LBS offerings or expand into new markets. Our future acquisition strategy will depend on our ability to identify, negotiate, complete and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. Mergers and acquisitions are inherently risky, and any mergers and acquisitions we complete may not be successful. Our acquisition of Goby involves, and any other mergers and acquisitions we may pursue would involve, numerous risks, including the following:

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difficulties in integrating and managing the operations, technologies and products of the companies we acquire;

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diversion of our management’s attention from normal daily operation of our business;

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our inability to maintain the key business relationships and the reputations of the businesses we acquire;

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our inability to retain key personnel of the acquired company;

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uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

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our dependence on unfamiliar affiliates and customers of the companies we acquire;

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insufficient revenue to offset our increased expenses associated with acquisitions;

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our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and

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our inability to maintain internal standards, controls, procedures and policies.

We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will likely experience dilution, and if we finance future acquisitions with debt funding, we will incur interest expense and may have to comply with financial covenants and secure that debt obligation with our assets.

We may be required to incur unanticipated capital expenditures.

Circumstances may arise that require us to make unanticipated capital expenditures, including:

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the implementation of our equipment at new data centers and expansion of our operations at data centers;

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the replacement of outdated or failing equipment; and

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the acquisition of key technologies to support or expand our LBS.

We rely on network infrastructures provided by our wireless carrier customers and mobile phones for the delivery of our LBS to end users.

We generally provide our services from our own servers, which require close integration with the wireless carriers’ networks. We may be unable to provide high quality services if the wireless carriers’ networks perform poorly or experience delayed response times. Our future success will depend on the availability and quality of our wireless carrier customers’ networks in the United States and abroad to run our LBS. This includes deployment and maintenance of reliable 2G, 3G and 4G networks with the speed, data capacity and security necessary to provide reliable wireless communications services. We do not establish or maintain these wireless

networks and have no control over interruptions or failures in the deployment and maintenance by wireless carrier customers of their network infrastructure. In addition, these wireless network infrastructures may be unable to support the demands placed on them if the number of subscribers increases, or if existing or future subscribers increase their use of limited bandwidth. Market acceptance of our LBS will depend in part on the quality of these wireless networks and the ability of our wireless carrier customers to effectively manage their subscribers’ expectations.

Wireless communications have experienced a variety of outages and other delays as a result of infrastructure and equipment failures and could face outages and delays in the future. These outages and delays could affect our ability to provide our LBS successfully. In addition, changes by a wireless carrier to its network infrastructure may interfere with the integration of our servers with their network and delivery of our LBS and may cause end users to lose functionality for services they have already purchased. Any of the foregoing could harm our business, operating results and financial condition.

We cannot control the quality standards of our wireless carrier customers, their mobile phone providers and other technology customers. We cannot guarantee that the mobile phones are free from errors or defects. If errors or defects occur in mobile phones or services offered by our wireless carrier customers, it could result in consumers terminating our services, damage to our reputation, increased customer service and support costs, warranty claims, lost revenue and diverted development resources, any of which could adversely affect our business, results of operations and financial condition.

Mergers, consolidations or other strategic transactions in the wireless communications industry could weaken our competitive position, reduce the number of our wireless carrier customers and adversely affect our business.

The wireless communications industry continues to experience consolidation and an increased formation of alliances among wireless carriers and between wireless carriers and other entities. Should one of our wireless carrier customers consolidate or enter into an alliance with another carrier, this could have a material adverse impact on our business. For example, our wireless carrier customer Alltel was acquired by Verizon in early 2009. Although we had an agreement with Alltel to be the exclusive white label provider of navigation services, Verizon elected to discontinue selling mobile phones preloaded with our LBS. We have experienced a decline in our revenue from the combined entity as a result of this decision, and expect this decline to continue. Such a consolidation or alliance may cause us to lose a wireless carrier customer or require us to reduce prices as a result of enhanced customer leverage, which would have a negative effect on our business. We may not be able to expand our base of wireless carrier customers to offset revenue declines if we lose a wireless carrier customer or if the number of end users for our services declines.

In addition, if two or more of our competitors or wireless carrier customers were to merge or partner, the change in the competitive landscape could adversely affect our ability to compete effectively. Our competitors may also establish or strengthen cooperative relationships with their wireless carrier customers, sales channel partners or other parties with whom we have strategic relationships, thereby limiting our ability to promote our LBS. These events could reduce our revenue and adversely affect our operating results.

Reduced expenditures for mobile phones, wireless services or new vehicles due to adverse or uncertain economic conditions may negatively affect our business and results of operations.

Recent adverse economic conditions and future uncertainties may directly affect the marketing and distribution of mobile phones and our LBS by our wireless carrier customers. As current and future conditions in the domestic and global economies remain uncertain, it is difficult to estimate the level of economic growth, which may cause some wireless carriers to emphasize marketing basic voice services rather than data services, such as LBS. In addition, subscribers may try to reduce their monthly expenses by reducing spending on discretionary wireless services, such as ours. In addition, with an increasing percentage of our revenue coming from automobile navigation products purchased in connection with the purchase of a new vehicle, we may experience a decline in revenue if spending on new vehicles is impacted due to economic conditions. Accordingly, the future direction of the overall domestic and global economies will have an impact on our overall performance. Economic conditions are beyond our control. If these economic conditions worsen or fail to improve, we may experience reduced demand for and pricing pressure on our LBS, which could harm our operating results.

Changes in business direction and market conditions could lead to charges related to structural reorganization and discontinuation of certain products or services, which may adversely affect our financial results.

In response to changing market conditions and the desire to focus on new and more potentially attractive opportunities, we may be required to strategically realign our resources and consider restructuring, eliminating, or otherwise exiting certain business activities. Any decision to reduce investment in or dispose of or otherwise exit business activities may result in the recording of special charges, such as workforce reduction and excessive facility space costs.

Risks related to our intellectual property and regulation

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us or our wireless carrier customers may cause our business, operating results and financial condition to suffer.

Our commercial success depends in part upon us and our customers not infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures. We operate in an industry with extensive intellectual property litigation and it is not uncommon for our wireless carrier customers and competitors to be involved in infringement lawsuits by or against third parties. Many industry participants that own, or claim to own, intellectual property aggressively assert their rights, and our wireless carrier customers, which we agree in certain circumstances to indemnify for intellectual property infringement claims related to our services, are often targets of such assertions. We cannot determine with certainty whether any existing or future third party intellectual property rights would require us to alter our technologies, obtain licenses or cease certain activities.

We have received, and may in the future receive, claims from third parties asserting infringement and other related claims. As of the date of this Quarterly Report on Form 10-Q, we were named as a defendant in certain cases alleging that our services infringe other parties’ patents, as well as other matters. See Part II, Item 1, “Legal Proceedings,” for a description of these matters. These cases and future litigation may make it necessary to defend ourselves and our wireless carrier customers by determining the scope, enforceability and validity of third party proprietary rights or to establish our proprietary rights. Some of our competitors may have substantially greater resources than we do and may be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us or our wireless carrier customers. These companies typically have little or no product revenue and therefore our patents may provide little or no deterrence against such companies filing patent infringement lawsuits against us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time consuming and costly to evaluate and defend and could:

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adversely affect our relationships with our current or future wireless carrier customers;

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cause delays or stoppages in the shipment of Telenav enabled mobile phones or vehicles, or cause us to modify or suspend the provision of our LBS;

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cause us to incur significant expenses in defending claims brought against our wireless carrier customers or us;

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divert management’s attention and resources;

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subject us to significant damages or settlements;

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require us to enter into settlements, royalty or licensing agreements on unfavorable terms; or

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require us to cease certain activities.

In addition to liability for monetary damages against us or, in certain circumstances, our wireless carrier customers, we may be prohibited from developing, commercializing or continuing to provide certain of our LBS unless we obtain licenses from the holders of the patents or other intellectual property rights. We cannot assure you that we will be able to obtain any such licenses on commercially reasonable terms, or at all. If we do not obtain such licenses, our business, operating results and financial condition could be materially adversely affected and we could, for example, be required to cease offering our LBS or be required to materially alter our LBS, which could involve substantial costs and time to develop.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by defective software and other losses.

Our agreements with our customers include indemnification provisions. We agree to indemnify them for losses suffered or incurred in connection with our LBS or navigation products, including as a result of intellectual property infringement, damages caused by defects and damages caused by viruses, worms and other malicious software. The term of these indemnity provisions is generally perpetual after execution of the corresponding agreement, and the maximum potential amount of future payments we could be required to make under these indemnification provisions is generally substantial and may be unlimited. In addition, some of these agreements permit our indemnitees to terminate their agreements with us if they determine that the use of our LBS or navigation products infringes third party intellectual property.

We have received, and expect to receive in the future, demands for indemnification under these agreements. These demands can be very expensive to settle or defend, and we have in the past incurred substantial legal fees in connection with certain of these indemnity demands. For example, we have been notified by several wireless carriers that they have been named as defendants in certain patent infringement cases for which they may seek indemnification from us. See the section entitled “Legal Proceedings.” These indemnity demands relate to pending litigation and remain outstanding and unresolved as of the date of this Form 10-Q. Large future indemnity payments and associated legal fees and expenses, including potential indemnity payments and legal fees and expenses relating to the current or future notifications, could materially harm our business, operating results and financial condition.

We may in the future agree to defend and indemnify our customers in connection with the pending notifications or future demands, irrespective of whether we believe that we have an obligation to indemnify them or whether we believe that our services and products infringe the asserted intellectual property rights. Alternatively, we may reject certain of our customers’ indemnity demands, which may lead to disputes with our customers and may negatively impact our relationships with them or result in litigation against us.

Our customers may also claim that any rejection of their indemnity demands constitutes a material breach of our agreements with them, allowing them to terminate such agreements. Our agreements with Sprint and AT&T may be terminated in the event an infringement claim is made against us and it is reasonably determined that there is a possibility our technology or services infringed upon a third party’s rights. If, as a result of indemnity demands, we make substantial payments, our relationships with our customers are negatively impacted or if any of our wireless carrier agreements is terminated, our business, operating results and financial condition could be materially adversely affected.

The occurrence or perception of a security breach or disclosure of confidential information could harm our business.

Our LBS include the transmission and storage of personal, private and confidential information primarily related to the location of our end users. If there is a security breach or if there is an inappropriate disclosure of any of these types of information, we could be exposed to investigations, litigation, fines and penalties. Remediation of and liability for loss or misappropriation of end user or employee personal information could have a material adverse effect on our business and financial results. Even if we were not held liable for such event, a security breach or inappropriate disclosure of personal, private or confidential information could harm our reputation and our relationships with current and potential end users. Even the perception of a security risk could inhibit market acceptance of our LBS. In addition, we may be required to invest additional resources to protect against damages caused by any actual or perceived disruptions of our LBS or security breaches. We may also be required to provide information about the location of an end user’s mobile phone (or vehicle, with respect to certain of our enterprise LBS) to government authorities, which could result in public perception that we are providing the government with intelligence information and deter some end users from using our services. Any of these developments could harm our business.

Changes in government regulation of the wireless communications industry and the automobile industry may adversely affect our business.

It is possible that a number of laws and regulations may be adopted in the United States and elsewhere that could restrict the wireless communications industry or further regulate the automobile industry, including laws and regulations regarding lawful interception of personal data, use of mobile phones or navigation services within autos or the control of such use, privacy, taxation, content suitability, copyright and antitrust. Furthermore, the growth and development of electronic storage of personal information may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours that store personal information. We anticipate that regulation of our industry will increase and that we will be required to devote legal and other resources to address this regulation. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the wireless communications or automobile industries may lessen the growth of wireless communications or automobile industry services and make operation more costly, and may materially reduce our ability to increase or maintain sales of our LBS.

We may become subject to significant product liability costs.

If our LBS or products contain defects, there are errors in the maps supplied by third party map providers or if our end users do not heed our warnings about the proper use of these products, collisions or accidents could occur resulting in property damage, personal injury or death. If any of these events occurs, we could be subject to significant liability for personal injury and property damage and under certain circumstances could be subject to a judgment for punitive damages. We maintain limited insurance against accident related risks involving our products. However, we cannot assure you that this insurance would be sufficient to cover the cost of damages to others or will continue to be available at commercially reasonable rates. In addition, we may be named as a defendant in litigation by consumers individually or on behalf of a class if their handsets or automobiles suffer problems from software downloads from our customers. If we are unable to obtain indemnification from our customer for any damages or legal fees we may incur in connection with such complaints, our financial position may be adversely impacted. In addition, insurance coverage generally will not cover awards of punitive damages and may not cover the cost of associated legal fees and defense costs. If we are unable to maintain sufficient insurance to cover product liability costs or if our insurance coverage does not cover an award, our business, financial condition and results of operations could be adversely affected.

Government regulation designed to protect end user privacy may make it difficult for us to provide our services or adopt advertising based revenue models.

We transmit and store a large volume of personal information in the course of providing our LBS. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. This government action is typically intended to protect the privacy and security of personal information that is collected, stored and transmitted in or from the governing jurisdiction.

Legislation may also be adopted in various jurisdictions that prohibits use of personal information and search histories to target end users with tailored advertising, or provide advertising at all. Although our advertising revenue to date is not significant, we anticipate we will continue to grow advertising revenue in the future to improve revenue in certain markets.

We could be adversely affected if domestic or international legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. For example, the USA PATRIOT Act provides certain rights to U.S. law enforcement authorities to obtain personal information in the control of U.S. persons and entities without notifying the affected individuals. If we are required to allocate significant resources to modify the delivery of our services to enable enhanced legal interception of the personal information that we transmit and store, our results of operations and financial condition may be adversely affected.

In addition, because various foreign jurisdictions have different laws and regulations concerning the storage and transmission of personal information, we may face unknown requirements that pose compliance challenges in new international markets that we seek to enter. Such variation could subject us to costs, delayed service launches, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

As privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities as a result of differing views on the privacy of personal information. These and other privacy concerns could adversely impact our business, results of operations and financial condition.

If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed.

We rely primarily on a combination of patent laws, trademark laws, copyright laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary technology. However, our issued patents and any future patents that may issue may not survive a legal challenge to their scope, validity or enforceability, or provide significant protection for us. The failure of our patents to adequately protect our technology might make it easier for our competitors to offer similar products or technologies. In addition, patents may not issue from any of our current or any future applications.

Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Any failure by us to meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features, which could seriously reduce demand for our LBS. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology, including the proprietary software components of our LBS and related processes. In order to protect our proprietary technology and processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of our confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of our confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We use open source software in our LBS platform and client applications that may subject our LBS platform and client applications to general release or require us to re-engineer our LBS platform and client applications, which may cause harm to our business. We use open source software in our LBS platform and client applications and may use more open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the open source software and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties certain rights of further use. If we combine our proprietary software products with open source software in a certain manner, we could, under certain of the open source licenses, be required to release our proprietary source code. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties or controls on origin of the software. Open source license terms may be ambiguous and many of the risks associated with usage of open source cannot be eliminated, and could, if not properly addressed, negatively affect our business. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our LBS

platform and client applications, discontinue the sale of our service in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.

Risks related to being a publicly traded company and holding our common stock

As a public company, we are obligated to develop and maintain effective internal control over financial reporting. We may not complete our assessment of the effectiveness of our internal control over financial reporting in a timely manner, or such internal control may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

The Sarbanes-Oxley Act requires that we test our internal control over financial reporting and disclosure controls and procedures annually. For example, the fiscal year ended June 30, 2011, we performed system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 requires that we incur substantial expense and expend significant management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in the future, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock may decline and we could be subject to sanctions or investigations by the NASDAQ Stock Market’s Global Market, the SEC or other regulatory authorities, which would require significant additional financial and management resources.

We have in the past been subject to securities class action litigation and may be subject to similar litigation in the future. If the outcome of this litigation is unfavorable, it could have a material adverse effect on our financial condition, results of operations and cash flows.

On September 2, 2010, a purported stockholder class action was filed by David Smith in the United States District Court for the Northern District of California (Case No. 3:10-CV-03942-SC) against us, certain of our officers and directors, and certain of our underwriters for our May 13, 2010 initial public offering, or IPO, alleging violations of Sections 11 and 15 of the Securities Act. On November 15, 2011 the Court entered an Order Preliminarily Approving Settlement and Providing for Notice. On February 24, 2012 the Court held a Settlement Hearing and at the hearing requested that plaintiff provide additional information regarding the claim forms submitted by class members. On March 19, 2012 the Court requested that plaintiff submit supplemental briefing on the same topic. If approved, the settlement will include a payment of $3.8 million by our insurance carrier to resolve all claims as to all defendants to the litigation. In the future, especially following periods of volatility in the market price of our shares, other purported class action or derivative complaints may be filed against us. The outcome of potential future litigation is difficult to predict and quantify and the defense of such claims or actions can be costly. In addition to diverting financial and management resources and general business disruption, we may suffer from adverse publicity that could harm our brand or reputation, regardless of whether the allegations are valid or whether we are ultimately held liable. A judgment or settlement that is not covered by or is significantly in excess of our insurance coverage for any claims, or our obligations to indemnify the underwriters and the individual defendants, could materially and adversely affect our financial condition, results of operations and cash flows.

We will incur continued high costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we incur significant legal, accounting, investor relations and other expenses, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the stock exchange on which our common stock is traded. We are generally not eligible to report under reduced disclosure requirements or benefit from longer phase in periods for “emerging growth companies” as such term is defined in the Jumpstart Our Business Act of 2012. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over the past several years. We expect these rules and regulations to continue to impact our legal and financial compliance costs substantially and to make some activities more time consuming and costly. We are unable currently to estimate these costs with any degree of certainty. We also expect that it will be more expensive for us to obtain director and officer liability insurance. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers if we cannot provide a level of insurance coverage that they believe is adequate.

Regulations relating to offshore investment activities by residents of China may limit our ability to acquire Chinese companies and could adversely affect our business.

In October 2005, SAFE, a Chinese government agency, promulgated “Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles,” or Circular 75, that states that if Chinese residents use assets or equity interests in their Chinese entities as capital contributions to establish offshore companies or inject assets or equity interests of their Chinese entities into offshore companies to raise capital overseas, they must

register with local SAFE branches with respect to their overseas investments in offshore companies. They must also file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spinoff transactions, long term equity or debt investments or uses of assets in China to guarantee offshore obligations. Under this regulation, their failure to comply with the registration procedures set forth in such regulation may result in restrictions being imposed on the foreign exchange activities of the relevant Chinese entity, including restrictions on the payment of dividends and other distributions to its offshore parent, as well as restrictions on the capital inflow from the offshore entity to the Chinese entity.

We attempt to comply, and attempt to ensure that our stockholders who are subject to Circular 75 and other related rules comply, with the relevant requirements. However, we cannot provide any assurances that all of our stockholders who are Chinese residents have complied or will comply with our request to make or obtain any applicable registrations or comply with other requirements required by Circular 75 or other related rules. Any future failure by any of our stockholders who is a Chinese resident, or controlled by a Chinese resident, to comply with relevant requirements under this regulation could subject us to fines or sanctions imposed by the Chinese government, including restrictions on our Chinese subsidiary’s ability to pay dividends or make distributions to us.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

We expect that the trading price for our common stock will be affected by any research or reports that industry or financial analysts publish about us or our business. If one or more of the analysts who may elect to cover us downgrade their evaluations of our stock, the price of our stock could decline. For example, in late July 2011, following our earnings release for the three months and fiscal year ended June 30, 2011, several financial analysts published research reports lowering their price targets of our stock. After our announcement and the publication of these reports, our stock price fell more than 40%. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause its price to decline. If our stock were to trade at prices below $5.00 per share in the future as a result of an announcement, financial analysts may terminate coverage of our company due to internal policies within their investment banks, which could result in further stock price declines.

Our stock price has fluctuated significantly and may continue to fluctuate, including decline in the future.

Our common stock was sold in our IPO at $8.00 per share. Although our common stock has traded at prices as high as $22.07 per share, it has also traded at prices as low as $4.65 and has tended to have significant downward and upward price movements in a relatively short time period. Future fluctuations or declines in the trading price of our common stock may result from a number of events or factors, including those discussed in the preceding risk factors relating to our operations, as well as:

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actual or anticipated fluctuations in our operating results;

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changes in the financial projections we may provide to the public or our failure to meet these projections;

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announcements by us or our competitors of significant technical innovations, relationship changes with key customers, acquisitions, strategic partnerships, joint ventures, capital raising activities or capital commitments;

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the public’s response to our press releases or other public announcements, including our filings with the SEC; and

•

lawsuits threatened or filed against us.

General market conditions and domestic or international macroeconomic factors unrelated to our performance, such as the continuing unprecedented volatility in the financial markets, may also affect our stock price. For these reasons, investors should not rely on recent trends to predict future stock prices or financial results. Investors in our common stock may not be able to dispose of the shares they purchased at prices above the IPO price, or, depending on market conditions, at all.

The concentration of ownership of our capital stock limits your ability to influence corporate matters.

Our executive officers, directors, current 5% or greater stockholders and entities affiliated with them beneficially owned (as determined in accordance with the rules of the SEC) approximately 65.13% of our common stock outstanding as of March 31, 2012. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders, acting together, will be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)
January 1 – January 31, 2012		—	$	—		—	$	18,638,207
February 1 – February 29, 2012		162,073	$	7.61		162,073	$	17,404,709
March 1 – March 31, 2012		113,805	$	6.97		113,805	$	16,611,067

Total		275,878	$	7.35		275,878	$	16,611,067

(1)

The purchases of our shares of common stock by us were made pursuant to a stock repurchase plan announced by us on October 27, 2011. Our board of directors authorized us to purchase shares of our common stock up to an aggregate of $20.0 million, inclusive of broker fees. This stock repurchase plan will expire on October 27, 2012.

Item 6.

Exhibits.


Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed

10.16.13	Tenth Amendment dated June 1, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.14*	Eleventh Amendment dated September 16, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.15*	Twelfth Amendment dated September 28, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.16*	Fourteenth Amendment dated September 30, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.17*	Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.18*	First Amendment dated February 7, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.	Filed herewith

10.22#	Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi	Filed herewith

10.23#	Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi	Filed herewith

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Filed herewith

31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Filed herewith

32.1~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Furnished herewith

32.2~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Furnished herewith


Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed

101.INS	XBRL Instance Document	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	XBRL Taxonomy Calculation Linkbase Document	Filed herewith

101.DEF	XBRL Taxonomy Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Label Linkbase Document	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

#	Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

*	Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TELENAV, INC.

Dated: May 7, 2012	By:	/s/ Dr. HP J IN
		Dr. HP Jin
		President and Chief Executive Officer

Dated: May 7, 2012	By:	/s/ D OUGLAS M ILLER
		Douglas Miller
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

EXHIBIT LIST


Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed

10.16.13	Tenth Amendment dated June 1, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.14*	Eleventh Amendment dated September 16, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.15*	Twelfth Amendment dated September 28, 2010 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.16*	Fourteenth Amendment dated September 30, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.17*	Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.	Filed herewith

10.16.18*	First Amendment dated February 7, 2012 to Territory License No. 8, dated December 1, 2011 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V.	Filed herewith

10.22#	Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi	Filed herewith

10.23#	Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi	Filed herewith

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Filed herewith

31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Filed herewith

32.1~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer	Furnished herewith

32.2~	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer	Furnished herewith

101.INS	XBRL Instance Document	Filed herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith

101.CAL	XBRL Taxonomy Calculation Linkbase Document	Filed herewith

101.DEF	XBRL Taxonomy Definition Linkbase Document	Filed herewith

101.LAB	XBRL Taxonomy Label Linkbase Document	Filed herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith

#	Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate

*	Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.

Exhibit 10.16.13

N T C O N F I D E N T I A L

TENTH AMENDMENT TO THE DATA LICENSE AGREEMENT

This Tenth Amendment (“Tenth Amendment”) to the Data License Agreement (“Agreement”), dated December 1, 2002, as amended, between NAVTEQ North America, LLC (“NT”) (formerly Navigation Technologies Corporation) 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 NT and NAVTEQ Europe B.V. (collectively “NT” or “NAVTEQ”) as of the date of last signature below (“Tenth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Tenth Amendment shall have the meanings set forth in the Agreement or within each applicable Territory License (“TL”).

WHEREAS, the parties hereto desire to amend the terms and conditions of the Agreement with this Tenth Amendment as follows:

The following sentence of the first paragraph under Exhibit D to TL 1 (dated December 1, 2002), Exhibit D, “The data (“Data”) is provided for your personal, internal use only and not for resale” shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

The paragraph “Personal Use Only” under Exhibit D of TL 1 of the Agreement shall be deleted in its entirety and replaced with the following:

“ Internal Use Only . You agree to use this Data together with the TeleNav Service solely for the internal business and personal use for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.”

The following sentence of the first paragraph under Exhibit C to TL 2 (dated June 30, 2003), “The data (“Data”) is provided for your personal, internal use only and not for resale”, shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

The paragraph “Personal Use Only” under Exhibit C of TL 2 shall be deleted in its entirety and replaced with the following:

The following sentence of the first paragraph under Exhibit C to TL 3 (dated February 7, 2006), “The data (“Data”) is provided for your personal, internal use only and not for resale”, shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

The paragraph “Personal Use Only” under Exhibit C to TL 3 shall be deleted in its entirety and replaced with the following:


10th Amendment to the DLA [NA CONS] [Salesforce # 0209-4133 & PR 001861] [TeleNav 4-29-10 lee]		Page 1 of 3

N T C O N F I D E N T I A L

forth in the following paragraphs, you may copy this Data only as necessary to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.”

The following sentence under the first paragraph of Exhibit C of TL 5 (dated March 6, 2006),”The data (“Data”) is provided for your personal, internal use only and not for resale”, shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

The paragraph “Personal Use Only” of Exhibit C to TL 5 shall be deleted in its entirety and replaced with the following:

The following sentence under the first paragraph of Exhibit C of TL 6 (dated May 18, 2007), “The data (“Data”) is provided for your personal, internal use only and not for resale”, shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

10.

The paragraph “Personal Use Only” of Exhibit C of TL 6 shall be deleted in its entirety and replaced with the following:

11.

The following sentence under the first paragraph of Exhibit C of TL 7 (dated May 18, 2007), “The data (“Data”) is provided for your personal, internal use only and not for resale”, shall be deleted in its entirety and replaced with the following: “The Data is provided for your internal business and personal use only and not for resale”.

12.

The paragraph “Personal Use Only” of Exhibit C to TL 7 shall be deleted in its entirety and replaced with the following:

13.

The terms and conditions of the Agreement remain in full force and effect except as modified hereunder.


10th Amendment to the DLA [NA CONS] [Salesforce # 0209-4133 & PR 001861] [TeleNav 4-29-10 lee]		Page 2 of 3

N T C O N F I D E N T I A L

IN WITNESS WHEREOF, the parties have caused this Tenth Amendment to be executed by their authorized representatives.


NAVTEQ NORTH AMERICA, LLC		TELENAV, INC.

By:	/s/ Stephen W. Kelley	By:	/s/ Douglas S. Miller
Name:	Stephen W. Kelley	Name:	Douglas S. Miller
Title:	Vice President and Assistant General Counsel	Title:	CFO
Date:	6/1/2010	Date:	5/24/10


10th Amendment to the DLA [NA CONS] [Salesforce # 0209-4133 & PR 001861] [TeleNav 4-29-10 lee]		Page 3 of 3

Exhibit 10.16.14

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

ELEVENTH AMENDMENT TO THE DATA LICENSE AGREEMENT

This Eleventh Amendment (“Eleventh Amendment”) to the Data License Agreement (“Agreement”), dated December 1, 2002, as amended, between NAVTEQ North America, LLC (“NT”) (formerly Navigation Technologies Corporation) 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 NT and NAVTEQ Europe B.V. (collectively “NT” or “NAVTEQ”) as of the date of last signature below (“Eleventh Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Eleventh Amendment shall have the meanings set forth in the Agreement or within each applicable Territory License (“TL”).

WHEREAS, the parties hereto desire to amend the terms and conditions of the Agreement with this Eleventh Amendment as follows:

[*****] Invoice by NT. The parties acknowledge and agree that as of the Eleventh Amendment Effective Date, Client has paid to NT the total amount of [*****] for use of the NAVTEQ Data for [*****], as described under Section 13 of the Seventh Amendment to the Agreement, dated December 16, 2008 (“Seventh Amendment”), for [*****] (i.e. [*****] for period [*****] and [*****] for period [*****]). The parties hereby agree that NT will issue a [*****] for the amount of [*****] upon execution of this Eleventh Amendment. For avoidance of doubt, Client shall pay the remaining [*****] amount of [*****] for [*****] for the remainder of [*****] of the Term in [*****] installments of [*****] per [*****] and Client shall not continue to receive any further [*****] amounts from NT on any subsequent invoices for use of the NAVTEQ Data for [*****] under the Agreement. The [*****] amount for [*****] will continue to be billed to and due from Client in accordance with Section 8 of the Seventh Amendment.

License Fees—[*****] . Section 13 of the Seventh Amendment is hereby deleted in its entirety and replaced with the following:

“License Fees—[*****] . The pricing for [*****] contained in Section A of Exhibit C to TL 1 (as set forth in the Fifth Amendment to the Agreement) is hereby replaced with the following:

“ License Fees . Commencing on the [*****] of [*****] of the Term of the Agreement, Client shall pay NT a license fee of [*****] per [*****] period of the Term for Client’s use of the NAVTEQ Data for [*****] in accordance with Section V(D) of TL 1. Such fee shall not be subject to any [*****] contained in [*****] or as otherwise set forth in the Agreement. For avoidance of doubt, the total [*****] amount for [*****] due under Section 8 of the Seventh Amendment shall be billed to Client as follows: (a) [*****] license fee for [*****] shall be billed to Client at the [*****] of each [*****] period of the Term; and (b) the [*****] amount of [*****] shall be billed to Client in [*****] installments of [*****] per [*****] The [*****] amount for [*****] will continue to be billed to and due from Client in accordance with Section 8 of the Seventh Amendment.”

11th Amendment to the DLA [NA CONS] [TeleNav 5-19-10 lee]

[*****] 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.

Page 1 of 2

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

The terms and conditions of the Agreement remain in full force and effect except as modified hereunder.

IN WITNESS WHEREOF, the parties have caused this Eleventh Amendment to be executed by their authorized representatives.


NAVTEQ NORTH AMERICA, LLC		TELENAV, INC.

By:	/s/ Stephen W. Kelley	By:	/s/ Douglas S. Miller
Name:	Stephen W. Kelley	Name:	Douglas S. Miller
Title:	Vice President and Assistant General Counsel	Title:	CFO
Date:	9/16/2010	Date:	9/15/2010

11th Amendment to the DLA [NA CONS] [TeleNav 5-19-10 lee]

Page 2 of 2

Exhibit 10.16.15

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

TWELFTH AMENDMENT TO THE DATA LICENSE AGREEMENT

This Twelfth Amendment (“Twelfth Amendment”) to the Data License Agreement (“Agreement”), dated December 1, 2002, as amended, between NAVTEQ North America, LLC (“NT”) (formerly Navigation Technologies Corporation) 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 NT and NAVTEQ Europe B.V. (collectively “NT” or “NAVTEQ”) as of the date of last signature below (“Twelfth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Twelfth Amendment shall have the meanings set forth in the Agreement or within each applicable TL.

WHEREAS, the parties hereto desire to amend the terms and conditions of the Agreement with this Twelfth Amendment as follows:

Section 2(a) of the Ninth Amendment to the Agreement, made by and between the parties, dated February 25, 2010 (“Ninth Amendment”), is hereby deleted in its entirety and replaced with the following:

“Speed Limits FC 1-4 Content and Extended Lanes FC 1-4 Content for the United States and Canada (collectively, “Additional Content”) are hereby added to the description of Data in Section III of TL 1.”

The definition of “Extended Lanes FC 1-4 Content” under Section 2(b) of the Ninth Amendment is hereby deleted in its entirety and replaced with the following:

“ Extended Lanes FC 1-4 Content ” consists of the following attributes and related attribute information as and when made generally available by NT: Extended Number of Lanes, Lane Dependent Validity, Lane Direction of Traffic Flow, Connected Lanes, Lane Divider and Center Divider Marking, Forming/Ending, Side of Link, Lane Height and Lane Width for roadways qualified by NAVTEQ as Functional Class FC 1-4.

The first sentence of Section 2(c) of the Ninth Amendment is hereby deleted in its entirety and replaced with the following: “Additional Content is available and licensed hereunder for the United States and Canada only.”

The first sentence of Section 2(e) of the Ninth Amendment is hereby deleted in its entirety and replaced with the following:

“With respect to Applications in which Additional Content is made accessible for use and for which Client is paying license fees for the underlying NAVTEQ Data on an Active Subscriber basis (as defined in the Seventh Amendment to the Agreement), the applicable premium from the table below for such Additional Content shall be applied to the license fees due per Active Subscriber.”

The table under Section 2(e) of the Ninth Amendment is hereby deleted in its entirety and replaced with the following amended table:


Additional Content	Territory	Premium
Speed Limits FC 1-4 Content	US	[*****]%

Speed Limits FC 1-4 Content	US/Canada	[*****]%

Speed Limits FC 1-4 Content	Canada	[*****]%

Extended Lanes FC 1-4 Content	US	[*****]%

Extended Lanes FC 1-4 Content	US/Canada	[*****]%

Extended Lanes FC 1-4 Content	Canada	[*****]%

12th Amendment to the DLA [NA CONS] [Salesforce # PR-002963] [TeleNav 09-21-10 lee]

Page 1 of 2

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

The terms and conditions of the Agreement remain in full force and effect except as modified hereunder.

IN WITNESS WHEREOF, the parties have caused this Twelfth Amendment to be executed by their authorized representatives.


NAVTEQ NORTH AMERICA, LLC		TELENAV, INC.

By:	/s/ Stephen W. Kelley	By:	/s/ Douglas S. Miller
Name:	Stephen W. Kelley	Name:	Douglas S. Miller
Title:	Vice President & Assistant General Counsel	Title:	CFO
Date:	9/28/2010	Date:	9/24/2010

12th Amendment to the DLA [NA CONS] [Salesforce # PR-002963] [TeleNav 09-21-10 lee]

Page 2 of 2

Exhibit 10.16.16

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

FOURTEENTH AMENDMENT TO THE DATA LICENSE AGREEMENT

This Fourteenth Amendment (“Fourteenth Amendment”) to the Data License Agreement (“Agreement”) dated December 1, 2002, by and between TeleNav, Inc. (formerly known as Televigation, Inc.; collectively referred to herein as “Client” or “LICENSEE”) and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to NAVTEQ North America, LLC (collectively “NT”), is made and entered into as of the date of last signature below (“Fourteenth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Fourteenth Amendment shall have the meanings set forth in the Agreement.

WHEREAS, NT and Client desire to amend certain provisions of the Agreement with this Fourteenth Amendment;

WHEREFORE, the parties agree as follows:

1.	Amendment Term. The term of this Fourteenth Amendment (the “Fourteenth Amendment Term”) shall be co-terminous with the Agreement.

2.	Evaluation, Development and Demonstration Rights . For purposes of this Fourteenth Amendment and for the duration of the Fourteenth Amendment Term only, the following is hereby added as new Section 4.6 of the Agreement: :

“4.6

Evaluation, Development and Demonstration Rights for Client SDK

Notwithstanding anything to the contrary under Section 4.5 of the Agreement:

(a) License for Evaluation, Development and Demonstration. NT hereby grants Client a non-exclusive, non-transferable, non-sublicensable, restricted right during the Fourteenth Amendment Term to (i) evaluate the NT Materials (as defined below) and related documentation solely in its internal operations for possible licensing from NT, (ii) develop applications that use such NT Materials (“Licensed Application”), (iii) distribute such Licensed Applications as developer demos and tutorials for development and testing purposes with Client’s software development kit (“Client SDK”) for [*****] and their [*****]; and (iv) demonstrate the Licensed Application and/or NT Materials to prospective customers and partners, including at trade shows. As used herein, “NT Materials” means the Data as described in Exhibit A, attached hereto. Except as otherwise provided herein, Client agrees not to (A) disclose or distribute such NT Materials to any third parties, or (B) [*****] any products utilizing such NT Materials without [*****] procuring appropriate rights for such [*****] by entering into a definitive written agreement with NT for the [*****] of such NT Materials in such products. Client shall [*****] of any products developed through use of both the Client SDK and the NT Materials that are [*****]; provided, however, that the foregoing shall not be deemed to prohibit the use of [*****] (instead of Data) in such products to the extent that the applicable customer (e.g., an [*****]) specifically requests that such [*****] be used. Client acknowledges that certain NT Materials may only be available for [*****] subject to additional terms and conditions.

(b) Sublicense Rights. With respect to the NT Materials, NT grants Client a non-exclusive, non-transferable, non-sublicensable, restricted right during the Fourteenth Amendment Term to [*****] portions of NT Materials to [*****] solely for purposes of (1) developing applications using the Client SDK that use such NT Materials; (2) distributing such applications as developer demos and tutorials for development and testing purposes with the Client SDK; and (3) demonstrating such applications to prospective customers and partners, including at trade shows. Such [*****] shall collectively be referred to herein as “Sublicensees”. The foregoing license is subject to the following conditions: (i) Client shall provide to NT a [*****], the first of which shall be due by the [*****]of the [*****] following the Amendment Effective Date and on a [*****] basis thereafter, that identifies all Sublicensees to whom Client distributes the Client SDK that uses the NT Materials; (ii) such NT Materials shall be provided to Sublicensees on [*****] in Client’s [*****] only; (iii) Client shall have a written agreement in place with each Sublicensee setting forth terms and conditions no less restrictive than those set forth in this

Amendment 14 to DLA (TeleNav 09-27-11 lee/gpd )

NA Consumer – SF #PR-005230

Page 1 of 3

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

Agreement (“Sublicense Agreement”); (iv) the period of time during which each Sublicensee shall be permitted to retain the NT Materials for purposes of evaluation or development shall be [*****] (the “Demonstration Period”); and (v) each Sublicensee shall, within [*****] after expiration of the Demonstration Period, return all such NT Materials, or certify in writing that such have been destroyed. With respect to the foregoing subsection (iv), Client shall ensure that the Client SDK restricts access to the NT Materials by Sublicensees upon expiration of the Demonstration Period. Client shall be [*****] for compliance by Sublicensees with Sublicense Agreements. For the sake of clarity, Sublicensees shall be restricted from using the NT Materials for any [*****].”

3.	For avoidance of doubt, nothing stated herein shall in any way affect Client’s license rights to the Data used within Applications licensed under any Territory License to the Agreement.

4.	Except as otherwise modified herein, the terms of the Agreement shall remain in full force and effect.

* * *

IN WITNESS WHEREOF, the parties have caused this Fourteenth Amendment to be executed by their authorized representatives as of the Fourteenth Amendment Effective Date.


NAVTEQ NORTH AMERICA, LLC		TELENAV, INC.

By:	/s/ Stephen W. Kelley	By:	/s/ Douglas S. Miller
Name:	Stephen W. Kelley	Name:	Douglas S. Miller
Title:	Vice President and Asst. General Counsel	Title:	CFO
Date:	9/30/2011	Date:	9/29/2011

Amendment 14 to DLA (TeleNav 09-27-11 lee/gpd )

NA Consumer – SF #PR-005230

Page 2 of 3

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

EXHIBIT A

NT MATERIALS

For purposes of this Fourteenth Amendment, “NT Materials” shall consist of the following:

With respect to any Data for which NT has granted Client the right to use and distribute such Data [*****] under the Agreement (including any TL and/or amendment thereto), “NT Materials” shall consist of samples of [*****]. For purposes of creating samples of [*****] of the foregoing Data to be used in the Client SDK, Client may use the version of Data that Client has [*****] under the Agreement. During the Fourteenth Amendment Term, Client may request to add other pieces of additional content which Client is licensed to [*****] under the Agreement; provided, however, that Client shall [*****] such additional content in the Client SDK [*****] written confirmation of NT’s consent from its [*****] from [*****] is hereby deemed to be [*****]).

In addition to the foregoing, NT shall make the following “NT Materials” accessible to Client for use in the Client SDK:

Sample data as made generally available to all developers on the NAVTEQ Network for Developers ( http://www.nn4d.com/site/global/learn/freesampledata.jsp ), consisting of the following:

•

[*****] Data for the following [*****] : [*****]

•

Content (if available in above sample [*****]): 3D City Models, Enhanced 3D City Models, 2D Footprints, Enhanced 2D Footprints, 3D Landmarks, ADAS Geometry & ADAS Curvature/Slope/Height, Brand Icons, Digital Terrain Model, NAVTEQ Discover Cities, Driver Alerts, Enhanced Elevation Contours, Extended Lanes & Lane Markings, Extended Navigation, Generic Junction Views, Generic Motorway Signs, Enhanced Junction Views, Motorway Junction Objects, Natural Guidance, NAVTEQ Transport, NAVTEQ Voice, Newly Opened Roads, Parking Restrictions, Point Addresses, Actual Address Ranges, Scenic Routes, Sign as Real, Speed Limits, Toll Cost, Traffic Patterns, Traffic Signals.

Amendment 14 to DLA (TeleNav 09-27-11 lee/gpd )

NA Consumer – SF #PR-005230

Page 3 of 3

Exhibit 10.16.17

CONFIDENTIAL TREATMENT

LOGO



TERRITORY LICENSE NO. 8

Quick Reference Title:		Media-Dependent Route Guidance Applications (for [*****])

Pursuant to the Data License Agreement between NT and Client dated as of the effective date identified therein and reiterated below (“ Agreement ”), NT and Client hereby agree to the following additional terms and conditions. For purposes of this TL, “NT” shall be deemed to also include NAVTEQ Europe B.V., which agrees by signing below to be bound by the terms and conditions contained in the Agreement. This TL shall additionally consist of any exhibits and schedules attached hereto. Capitalized terms not otherwise defined in the Agreement or in this TL (including any exhibits, schedules or attachments hereto) shall have the meanings set forth in Section VII below.

Client:		TeleNav, Inc.

Effective Date of Data License Agreement:		December 1, 2002

Effective Date of Territory License:		The first day of the calendar month in which the last party signs below (the “ Effective Date ”) (e.g., if the last party signs this TL on May 24 ^th , the Effective Date is May 1 ^st ).

Territory License Term

The term of this TL shall commence on the Effective Date of this TL and continue for a period of fifteen (15) years from the Effective Date, unless terminated as provided in the Agreement (“ TL Term ”). At the time that [***] ceases production of [*], the license rights set forth herein shall be limited, for the duration of the TL Term, to (i) compiling updated versions of the Data made available by NT and (ii) distributing such updated Compiled Data in the form of update Copies or a master copy of updated Compiled Data to the applicable party to which appropriate rights have been granted to distribute update Copies (“Update License Rights”). Notwithstanding the foregoing, if [*] exercises its option to renew the agreement between Client and [*] for one or more additional [*], Client shall provide written notice to NT and all of the license rights set forth in this TL shall continue to apply for such [*] until such time that [*] no longer exercises such option. In such event, the Update License Rights shall automatically extend for a period of ten (10) years following the time at which [*] ceases production of the last [*] for which [***] has exercised its option to renew.

Both parties have executed this Agreement by their duly authorized officers as of the Effective Date.


NAVTEQ NORTH AMERICA, LLC				TeleNav, Inc.

By: /s/ Stephen W. Kelley				By: /s/ Douglas S. Miller
Name: Stephen W. Kelley				Name: Douglas S. Miller
Title: Vice President, Assistant General Counsel				Title: Chief Financial Officer
Date: 11/30/2011				Date: 11/23/2011

NAVTEQ EUROPE B.V.

By: /s/ Martin Stockman
Name: Martin Stockman
Title: Managing Director
Date: 12/8/2011

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 1 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

TERMS AND CONDITIONS

I.	Territories

US/Canada Territory (consisting of the United States, including Puerto Rico, the District of Columbia and the US Virgin Islands and the provinces of Canada)

United States & Mexico Territory

Latin America Territory (consisting of Mexico, Brazil, Argentina, Chile, Venezuela, Colombia, Peru, Uruguay, Martinique, Guadeloupe, French Guiana, Cayman Islands, The Bahamas, Jamaica, Dominican Republic and Ecuador)

Middle East Territory (consisting of Oman, Qatar, Jordan, Bahrain, Saudi Arabia, Kuwait, United Arab Emirates, Lebanon and Egypt)

Europe Territory (consisting of Eastern Europe and Western Europe as further defined below)

As of the Effective Date of this TL, “Eastern Europe” means the following countries: Albania, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey, and Ukraine.

As of the Effective Date of this TL, “Western Europe” means the following countries: Andorra, Austria, Belgium, Denmark, Eire (Republic of Ireland), Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Greenland, Guernsey, Iceland, Italy/Vatican City, Jersey, Liechtenstein, Luxembourg, Malta, Man, Monaco, Norway, Portugal, San Marino, Spain, Sweden, Switzerland, The Netherlands, and United Kingdom.

During the TL Term, if NT releases a NAVTEQ Map for commercial use for one or more additional countries in Europe (i.e., countries that are not identified above), and the standard pricing made available by NT includes such additional country(ies) in the same pricing bundle as the Europe countries identified above, then such additional country(ies) shall be deemed to be included in the Europe Territory for purposes of this TL for no additional fee. Upon the commercial release of Data for any such additional country in Europe, NT shall notify Client about whether the Data for such country is included in the scope of this TL in accordance with the foregoing and, if so, whether there are any supplier requirements associated with such Data (e.g., supplier copyright notices). For purposes of the foregoing, “NAVTEQ Map” means the non-navigable or navigable geographic map data released by NT for all or any portion of a country for which NT has completed its specification and verification procedures.

II.	Data Content

The Data for each Territory consists of (i) NAVTEQ Standard Data, (ii) the Base Attribute Set (to the extent not already included in Standard Data), and (iii) any Additional Content, each as further described below. NT shall make available to Client the Data for those countries in the Territory that have been generally released by NT as of the Effective Date of this TL as well as updated versions of the Data made available by NT during the TL Term for use in the type of Applications authorized hereunder. Data for certain regions or areas of the Territory may not be completed and/or may not be produced within the TL Term, and will only be available hereunder upon general release by NT following completion. Client may request that NT deliver Data for additional countries in the Territory that are generally released by NT during the TL Term and NT shall notify Client if additional terms and conditions apply to such Data. By using the Data after receipt of any such notice from NT, Client shall be deemed to be bound by such terms and conditions, which are hereby incorporated by reference to be part of this TL.

Standard Data . Standard Data shall mean the features and attributes specified in NT’s NAVTEQ Standard Data Content & Quality Specification (v.11.22.02) (“Specification”) to the extent developed and generally released by NT for use with the Application, and shall comply with the Verification Procedure for Accuracy and Completeness set forth in the Specification. To the extent that the Standard Data does not comply with the applicable Verification Procedure for Accuracy and Completeness or equivalent, NT’s sole obligation and Client’s sole remedy shall be for NT to use commercially reasonable efforts to effect such compliance. Standard Data shall further include additional content generally released by NT from time to time for which NT does not charge, in its sole discretion, additional license fees (“Add-Ons”).

Base Attribute Set . “ Base Attribute Set ” means information in the Data relating to only those attributes that are identified in Exhibit C as “Base”. NT may update the Base Attribute Set from time to time upon notice to Client, provided, however, that NT shall not reclassify any “Base” attributes as “Additional Content”. Attributes identified in Exhibit C as “Additional Content” shall only be licensed hereunder to the extent that such Additional Content is specifically identified as included within the scope of this TL, as set forth in Exhibit E .

Additional Content . “ Additional Content ” means Data licensed under this TL in addition to Standard Data (as defined above) as such Data is further described in Exhibit E attached thereto. Additional Content shall be subject to the terms and conditions in Exhibit E and the applicable fees described in Section V(A) below. NT reserves the right to discontinue Additional Content upon reasonable notice to Client; provided, however, that the last release of any discontinued Additional Content may be included in any Copies distributed thereafter. Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Data only.

III.	Application

Applications licensed under this TL shall consist solely of Route Guidance Applications and shall not include any Excluded Applications.

For the purposes of the foregoing, the following definitions apply:

“ Route Guidance Application ” means a Media-Dependent Application that uses Data solely to provide and/or produce information solely in

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

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NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and (c) positioning. “ Media-Dependent Application ” means non-server computer devices developed by or for Client (including, without limitation, proprietary computer hardware platforms developed by or for Client and/or computer software programs developed by or for Client) distributed to End-Users for their own internal business and personal use and which use resident Copies, consisting of Data solely for a Territory and on any physical storage media possessed by the End-User, solely to provide information to End-Users. For purposes of clarity, “internal business use” shall be deemed to include, but not be limited to, use by rental car companies and their rental car customers.

“ Excluded Applications ” means any use of the Data in a manner not expressly authorized under this TL or otherwise mutually agreed upon between the parties, including but not limited to use of the Data (i) for server-based applications or with server-based applications (other than server-based applications which are accessed to deliver additional content to the device for use in the Route Guidance Application); (ii) for or with fleet management, dispatch or similar applications; (iii) for or with geomarketing applications (i.e., an application that analyzes and displays geographic, demographic, census and behavioral data to assist End-Users in understanding and modeling relevant business data and making business decisions, including, without limitation: (a) marketing analysis and segmentation, (b) customer prospecting and analysis, (c) sales territory analysis and definition or (d) distribution network site selection); (iv) for, or in connection with, any systems or functions for automatic or autonomous control of vehicle behavior, including, for example, systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering; or (v) for or with a software application involving a predefined set of rules and goals built for End-User participation, focused primarily on competition and/or amusement (“Game”), that uses Data in the operation of the Game.

In addition, to the extent that Client has another TL under which Client is licensed for applications (“Other Applications”) that would otherwise fall within the definition of Applications under this TL, such Other Applications shall be excluded from the license granted under this TL.

IV.	Licensed Use

The pricing and associated terms set forth in this TL shall apply only with respect to the use and distribution of Copies of Compiled Data to [*****] or a third party designated by [*****] to be further distributed for use in Route Guidance Applications to be installed in [*****] by [*****] or its subsidiaries (“[*****]”) with [*****] and any subsequent [*****] for which [*****] has exercised its option to renew in accordance with the “Territory License Term” provision on page 1 of this TL, subject to the terms and conditions of this TL and the Agreement. Such use of the Data by Client shall be limited to

Compiling any portion of the Data (“Compiled Data”) into Client’s own proprietary data format (which shall not include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using the most current version of Data delivered by NT to Client (except as otherwise required by [*****] and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User for storage on physical storage media possessed by the End-User (collectively, “Copies”); and

Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto the physical storage media possessed by the End-User), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein.

V.	Fees to NT .

License Fees . License fees hereunder consist of the base license fees applicable to the Base Attribute Set for the applicable Territory (“Base License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in the Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in Exhibit A reflects the total amount due to NT for each Copy, after combining the Base License Fees and the applicable Additional Content Fees (collectively, the “License Fees”). The pricing set forth in Exhibit A is expressly conditioned on compliance with the requirements set forth in Section VII(A) and VII(B) of this TL (i.e., Copy Protection and [*****]).

License Fee Reports & Due Dates . License Fee reports for Copies distributed in each calendar month are due by the [*****] day of the following calendar month (e.g., the fee report for [*****] is due by [*****]). Following receipt of such report, NT shall invoice Client for the amounts due. License Fees shall be due and paid by the [*****] day following the end of the calendar month for which the License Fee report is provided (e.g., license fees for [*****] are due by [*****]).

In the event Client is unable to provide the License Fee reports by the [*****] day of the applicable calendar month for which such report is due because [*****] has not provided information to Client in order for Client to provide such License Fee report, Client shall be granted an additional [*****] days to provide such License Fee report provided that Client uses good faith efforts to procure such information from [*****]. In the event that the reporting has not been procured from [*****] by the payment due date, Client shall use reasonable methods to estimate the license fee report and provide NT with such calculations. Any differences between (i) the estimated amounts reported and paid and (ii) the actual amounts will be reconciled and invoiced/refunded within [*****] days of receipt of the actual reported amounts.

Client shall use commercially reasonable efforts to provide NT with non-binding forecasts for [*****], but only to the extent that Client receives such forecasts from [*****].

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 3 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

Currency . License Fees hereunder shall be paid in U.S. Dollars.

VI.

End-User Terms . Attached as Exhibit B . Except as otherwise agreed by the parties, in all instances where the Application uses, accesses, reflects or relies upon any portion of the Data to deliver information to End-Users, Client shall provide End-Users with a copy of the End-User Terms and shall provide conspicuous notice to End-Users prior to their use of, or access to, any portion of the Data that their use thereof is subject to the End-User Terms.

VII.	Additional Provisions .

Copy Protection . Each Copy must include a state of the art solution for either (a) preventing copying of content of the Copy, whether by End-Users, Distributors or otherwise, onto physical storage media or via transfer over the Internet or other electronic communication means, or (b) preventing use of the Copy other than by a specifically authorized End-User or End-User device (e.g., using lock/unlock keys). Prior to distributing Copies, Client shall provide to NT such information as reasonably requested by NT to evaluate the efficacy of the copy protection solution.

[*****] . Client has been informed by NT that the pricing included in NT’s quotation to [*****] was expressly subject to a condition under which NT would be treated [*****] for use in [*****]. NT acknowledges that it has agreed to [*****] such condition from this TL based solely on the fact that [*****] agreed to [*****] such requirement in the [*****] provided to NT.

Supplier Terms . The Data provided hereunder is subject to supplier requirements and restrictions, which currently include those set forth in Exhibit D hereto.

NT Marks & Legends . For purposes of this TL, Client’s obligations under the Agreement to display NT Marks & Legends shall be satisfied as follows: Client shall include NT Marks and the applicable NT copyright notice (as specified in the NT Identity Guidelines) and third party copyright and similar notices and legends (as specified in the Agreement, the NT Identity Guidelines and/or otherwise by NT) in the [*****] Route Guidance Application and/or owner’s manual, or such other placement of the NT Marks & Legends as may be mutually agreed by the parties, but in all cases subject to [*****]’s requirements.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 4 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

EXHIBIT A

PRICING

Client shall pay NT the License Fee per Copy set forth in the applicable table below for each Copy of the Data distributed hereunder containing all or any portion of the Data identified in the Content Bundle in the table below. The applicable License Fee for each Copy shall be determined based on the Territory of Data contained in such Copy.

1.	License Fee for US/Canada Territory .

US/CANADA TERRITORY

CONTENT BUNDLE

LICENSE FEE PER COPY

Base Attribute Set

2D Footprints Content

3D Landmarks Content

Brand Icons

Enhanced 2D Landmark Footprints Content

Enhanced Junction Views Content

Environmental Zones Content

Extended Lanes FC 1-4 Content

Extended Listing POIs

Extended Navigation

Fuel Types Content Bundle

NAVTEQ Traffic Patterns

NAVTEQ Voice Content

NAVTEQ Voice for POIs

NAVTEQ Voice for Traffic

Sign as Real Image Locations

Speed Limits FC 1-4 Content

Traffic Signals & Stop Signs Content

[*****]

NOTE: The License Fee per Copy for Data for the US/Canada Territory in the table above applies to the first [*****] Copies distributed in each calendar year (starting with January 1 ^st in the year of launch). An incremental discount of [*****] percent [*****] shall apply for each [*****] Copies above the initial [*****] Copies distributed in the same calendar year. For example:

License Fee for initial [*****] units = [*****] per Copy

License Fee for units [*****] = [*****] per Copy [*****]

2.	License Fee for United States & Mexico Territory.

UNITED STATES & MEXICO TERRITORY

CONTENT BUNDLE

LICENSE FEE PER COPY

Base Attribute Set*

2D Footprints Content*

3D Landmarks Content*

Brand Icons

Enhanced 2D Landmark Footprints Content

Enhanced Junction Views Content

Environmental Zones Content

Extended Lanes FC 1-4 Content

Extended Listing POIs*

Extended Navigation

Fuel Types Content Bundle

NAVTEQ Traffic Patterns

NAVTEQ Voice Content*

NAVTEQ Voice for POIs

NAVTEQ Voice for Traffic

Sign as Real Image Locations

Speed Limits FC 1-4 Content

Traffic Signals & Stop Signs Content

* NOTE: The Data for Mexico shall consist of the same categories of Additional Content as for the United States, subject to availability. As of the Effective Date of this TL, the Data for Mexico consists of the items marked with an asterisk above.

[*****]

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 5 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

3.	License Fee for Latin America Territory .

LATIN AMERICA TERRITORY

CONTENT BUNDLE

LICENSE FEE PER COPY

Base Attribute Set

2D Footprints Content

3D Landmarks Content

Brand Icons

Enhanced 2D Landmark Footprints Content

Enhanced Junction Views Content

Environmental Zones Content

Extended Lanes FC 1-4 Content

Extended Listing POIs

NAVTEQ Traffic Patterns

NAVTEQ Voice Content

NAVTEQ Voice for POIs

NAVTEQ Voice for Traffic

Sign as Real Image Locations

Speed Limits FC 1-4 Content

[*****]

License Fee for Middle East Territory .

MIDDLE EAST TERRITORY

CONTENT BUNDLE

LICENSE FEE PER COPY

Base Attribute Set

2D Footprints Content

3D Landmarks Content

Brand Icons

Enhanced 2D Landmark Footprints Content

Environmental Zones Content

Extended Lanes FC 1-4 Content

Extended Listing POIS (Egypt only)

Generic Junction Views Content

Generic Motorway Signs Content

Speed Limits FC 1-4 Content

[*****]

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 6 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

5.	License Fee for Europe Territory .

EUROPE TERRITORY

CONTENT BUNDLE

LICENSE FEE PER COPY

Base Attribute Set

2D Footprints Content

3D Landmarks Content

Brand Icons

Enhanced 2D Landmark Footprints Content

Environmental Zones Content

Extended Lanes FC 1-4 Content

Extended Listing POIs

Fuel Types Content Bundle

Generic Junction Views Content

Generic Motorway Signs Content

NAVTEQ Traffic Patterns

NAVTEQ Voice Content

NAVTEQ Voice for POIs

Postal Code Points Content for Great Britain

Postal Code Points Content for The Netherlands

Speed Limits FC 1-4 Content

Taxi Stand Point POIs

Traffic Signals & Stop Signs Content

[*****]

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 7 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

EXHIBIT B

END-USER TERMS

The data (“Data”) is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and [CLIENT] (“[CLIENT]”) and its licensors (including their licensors and suppliers) on the other hand.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including: ^© Her Majesty the Queen in Right of Canada, ^© Queen’s Printer for Ontario, ^© Canada Post Corporation , GeoBase ^®

NAVTEQ holds a non-exclusive license from the United States Postal Service ^® to publish and sell ZIP+4 ^® information.

^© United States Postal Service ^® 200X. Prices are not established, controlled or approved by the United States Postal Service ^® . The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.

Terms and Conditions

Permitted Use . You agree to use this Data together with [insert name of CLIENT’s authorized Application] solely for the internal business and personal purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions . Except where you have been specifically licensed to do so by [CLIENT], and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty . This Data is provided to you “as is,” and you agree to use it at your own risk. [CLIENT] and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty : [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability : [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF [CLIENT] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control . You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement . These terms and conditions constitute the entire agreement between [CLIENT] (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law . The above terms and conditions shall be governed by the laws of the State of Illinois [insert “Netherlands” where European NAVTEQ Data is used], without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois [insert “The Netherlands” where European NAVTEQ Data is used] for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

Government End Users . If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

N OTICE OF U SE

C ONTRACTOR (M ANUFACTURER / S UPPLIER ) N AME : NAVTEQ

C ONTRACTOR (M ANUFACTURER /S UPPLIER ) A DDRESS : 425

West Randolph Street, Chicago, Illinois 60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 8 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

EXHIBIT C

BASE ATTRIBUTE SET (v.1.11.11)


ATTRIBUTES LIST	ATTRIBUTE CATEGORIZATION
Media Model	Base	Additional Content
LINK ATTRIBUTES
*General Attributes*
Functional class	X
Speed Category	X
Speed Limit	(FC 1-2)	(FC 3-4)
Lane Category	X
Divider Location	X
Divider Legal	X
Direction of Travel	X
Long Haul	X
Stub Link	X

*Access Characteristics*
Deliveries	X
Taxis	X
Trucks	X
Emergency vehicles	X
Carpools	X
Through Traffic	X
Autos	X
Pedestrians	X
Buses	X

*Display Characteristics*
Boat Ferry	X
Bridge	X
Carpool Road	X
Controlled Access	X
Coverage Indicator	X
Detailed City Inclusion	X
Express Lane	X
Four-Wheel Drive		X
Frontage Road	X
Full Geometry	X
Indescribable	X
In-Process Data	X
Intersection Internal	X
Manoeuvre	X
Multiply Digitised	X
Parking Lot Road		X
Paved	X
POI Access Road	X
Private	X
Rail Ferry	X
Ramp	X
Reversible	X
Roundabout	X
Special Traffic Figure	X
Tollway	X
Tunnel	X
Undefined Traffic Area	X
Urban	X
Scenic Route		X


ATTRIBUTES LIST	ATTRIBUTE CATEGORIZATION
Media Model	Base	Additional Content
*Names/Addresses*
Address Range	X
Address Format	X
Address Scheme	X
Address Type	X
Feature Type	X
Route Type	X
Base Name	X
Language Code	X
Prefix	X
Suffix	X
Direction On Sign	X
Street Type	X

*Point Address*
Address		X
Side		X
Address Type		X
Point Address X/Y Coordinates		X
Arrival Side		X
Point Address X/Y Display Coordinates		X
Language Code		X
Enhanced		X
Link Type		X
Building Name		X

*Name Status*
Exit Number	X
Explicatable	X
Junction Name	X
Name on Road Sign	X
Postal Name	X
Stale Name	X
Vanity Name	X
Scenic Route Name		X

ADMINISTRATIVE AREAS
Country	X
Level 2 (State)	X
Level 3 (County)	X
Level 4 (City)	X
Level 5 (Settlement)	X
Postal Code	X
Zones	X
Government Code	X
Language Code	X
Administrative Area/ Zone Name Type information	X

POINTS OF INTEREST
Facility Type	X
POI Name	X
Name Language Code	X
POI Synonyms	X
POI Exonyms	X


ATTRIBUTES LIST	ATTRIBUTE CATEGORIZATION
Media Model	Base	Additional Content
Street Address of POI	X
Phone Number	X
Capital Indicator	X
Chain Name	X
Entrance Type	X
Food Type	X
Alternate Food Type	X
Regional Food Type	X
In Vicinity	X
National Importance	X
Parent/Child	X
Percent from reference node	X
Population	X
POI Side	X
Actual Address	X
Street Name	X
House Number	X
Actual Admin	X
Actual Postal	X
Vanity City	X
POI X-Coordinate	X
POI Y-Coordinate	X
Display Location X.Y	X
Open 24 Hours		X
Building Type	X
Rest Area Type	X
Airport Type	X
Restaurant Type	X
Diesel		X
Supported Petrol Cards		X
Car Wash available		X
ATM available		X
Convenience store available		X
Located on Motorway		X
High flow diesel pump available		X
Accessible for heavy good vehicles		X
LPG and CNG availability		X
Private	X
Subcategory	X
Contact Information	X
Contact Type	X
Preferred	X

SIGNS
Sign Text	X
Sign Language Code	X
Branch Route Number	X
Branch Text	X
Toward Route Number	X
Toward Text	X
Exit Number	X
Straight-on-Sign	X

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 9 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT


LANDUSE
*Landuse Features*
Administrative boundaries	X
Aircraft Roads	X
Airport	X
Bay/Harbour	X
Beach Polygon	X
Built-Up Area	X
Canal/Water Channel	X
Cartographic Country Boundary	X
Cartographic State/Province Boundary	X
Cemetery	X
Colonia	X
Congestion Zone	X
Display Class	X
Elevation Contours	X
Flood Prone Area	X
Golf Course	X
Hospital	X
Hurricane Prone Area	X
Industrial Complex	X
Intermittent River (included in Mexico only)	X
Island	X
Lake	X
Military Base (North America Only)	X
Native American Reservation (North America only)	X
Neighborhood		X
Ocean	X
Park (City/County)	X
Park (National)	X
Park (State)	X
Park in Water	X
Pedestrian Area	X
Railroad	X
Railyard	X
River	X
Seaport/Harbour	X
Shopping Centre	X
Sports Complex	X
Tsunami Prone Area	X
Undefined Traffic Area	X
University/College	X
Woodland	X

Building Landmarks
Business/Commerce Building/Landmark		X
Convention/Exhibition Building/Landmark		X
Cultural Building/Landmark		X
Education Building/ Landmark		X
Emergency Service Building/Landmark		X
Government Building/ Landmark		X
Historical Building /Landmark		X


Medical Building/ Landmark		X
Park/Leisure Building/Landmark		X
Residential Building/ Landmark		X
Retail Building/ Landmark		X
Sports Building/ Landmark		X
Tourist Building/ Landmark		X
Transportation Building/Landmark		X
Unclassified Building/ Landmark		X

*Landuse Attributes*
Feature Type	X
Height		X
Long Haul	X
Severity Rating	X

COUNTRY ATTRIBUTES
Currency Precision	X
Currency Type	X
Daylight Savings Time	X
Driving Side	X
House Number Format	X
Maximum admin level	X
Telephone Country Code	X
Time Zone	X
Unit of Measure	X

NODE ATTRIBUTES
Aligned	X
X-coordinate	X
Y-coordinate	X
Z-level	X

CONDITIONS

*Condition Type*
Restricted Driving Manoeuvre	X
(Legal)	X
(Logical)	X
(Physical)	X
Transport Restricted Driving Manoeuvre		X
Toll structure	X
Special Explications	X
Special Speed Situation		X
Transport Speed Special Situation		X
Transport Speed Limit		X
Transport Speed Situation Type		X
Direction		X
Weight Dependent		X
Weather Type		X
Variable Speed Sign		X
Gates	X
(Key Access)	X
(Emergency Vehicle Access)	X
(Permission required)	X


Access Restrictions	X
Number of Passengers	X
Hybrid Considered Carpool	X
Motorcycle Considered Carpool	X
Alternate Fuel Considered Carpool	X
Fee Pay Considered Carpool	X
Lane Template	X
Transport Access Restriction		X
Direction Closure		X
Hazardous Material Type		X
Trailer Type		X
Physical Structure Type		X
Weight Restriction		X
Weight per Axle Restriction		X
Height Restriction		X
Length Restriction		X
Width Restriction		X
Transport Preferred Route		X
Preferred Route Type		X
Construction Status Closed	X
Direction of Travel	X
Usage Fee Required		X
Lane Traversal		X
Through Route	X
Traffic Signal		X
Traffic Signal Location		X
Traffic Sign		X
Traffic Sign Type		X
Traffic Sign Category		X
General Warning Sign Type		X
Traffic Sign Value		X
Supplemental Sign Duration		X
Supplemental Sign Pre-warning		X
Supplemental Sign Validity Time		X
Railway Crossing	X
Passing Restriction	X
Protected Overtaking	X
Evacuation Route		X
Event Type		X
Event Code		X
Evacuation Travel Flow		X
Junction View		X

*Condition Applies To*
Deliveries	X
Taxis	X
Trucks	X
Emergency vehicles	X
Carpools	X
Through Traffic	X
Autos	X
Pedestrians	X
Buses	X

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 10 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT


*Condition Date/Time Modifiers*
TRAFFIC ATTRIBUTES
RDS-TMC Codes	X

GENERALISATION ATTRIBUTES
Composite Road Features	X
(Intersections)	X
(Roads)	X
(Objects)	X
ADDITIONAL ATTRIBUTE SET
Enhanced Geometry	X
Direction Dependent Speed Limit		X
Special Speed Situation		X
Special Speed Limit		X
Dependent Special Speed Type		X
Variable Speed Sign		X
Speed Limit Unit		X
Number of Lanes	X
Physical Number of Lanes	X
Lane Counting		X

EXTENDED LANE INFORMATION
Extended Number of Lanes		X


Lane Dependent Validity		X
Lane Direction of Traffic Flow		X
Connectivity (GDF: Connected Lanes)		X
Lane Divider Marker		X
Center Divider Marker		X
Direction Category		X

GDF 3.0. – SPECIFIC ATTRIBUTES
Direction for Linear Administrative Boundaries	X
Park Type	X
Sand Type	X
Link Type	X

CITY MODELS
Footprint Structure		X
Grouped Structure		X
Grouped Complex		X
Height		X
POI – Structure Association		X

FILE ATTACHMENT ATTRIBUTES
File Type (GDF: Multi Media Description)	X
Attachment Type (GDF: Multi Media Attachment Type)	X


Associated File Name (GDF: Multi Media Attachment Name)	X
(GDF: Mutli Media Attachment Location)	X

NON-LATIN NAME AND PHONETIC DATA ATTRIBUTES
Transliterated Feature Name (or Metadata	X
Transliteration	X
Transcription	X
Transliteration Type	X
Transliteration Sub-type	X
Preferred	X
Name Type (Plain Text)	X
Geo-Qualifier	X
Supercategory (GDF: Shortened Name)	X

DISCOVER CITIES ATTRIBUTES
Transit Access Type		X
Transit Access Method		X
Transit Access Level		X

For the sake of clarity, the Base Attribute Set shall also include High Occupancy Vehicle (HOV) Lanes Content, which consists of the following attributes and related attribute information: Number of Passengers, Motorcycles Considered Carpool, Lane Dependent Validity, Validity Period and Lane Divider Marking.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 11 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

EXHIBIT D

NAVTEQ Standard Data – Supplier Notices & Additional Terms

I.	US/Canada Territory

United States Data . The End-User Terms for any Application containing Data for the United States shall contain the following notices:

“NAVTEQ holds a non-exclusive license from the United States Postal Service ^® to publish and sell ZIP+4 ^® information.”

“ ^© United States Postal Service ^® 20XX. Prices are not established, controlled or approved by the United States Postal Service ^® . The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.”

Canada Data . The following provisions apply to the Data for Canada, which may include or reflect data from third party licensors (“Third Party Data”), including Her Majesty the Queen in Right of Canada (“Her Majesty”), Canada Post Corporation (“Canada Post”) and the Department of Natural Resources of Canada (“NRCan”):

Disclaimer and Limitation : Client agrees that its use of the Third Party Data is subject to the following provisions:

Disclaimer : The Third Party Data is licensed on an “as is” basis. The licensors of such data, including Her Majesty, Canada Post and NRCan, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

Limitation on Liability : The Third Party Data licensors, including Her Majesty, Canada Post and NRCan, shall not be liable: (i) in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of such Data; or (ii) in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the Data.

Copyright Notice : In connection with each copy of all or any portion of the Data for the Territory of Canada, Client shall affix in a conspicuous manner the following copyright notice on at least one of: (i) the label for the storage media of the copy; (ii) the packaging for the copy; or (iii) other materials packaged with the copy, such as user manuals or end user license agreements: “This data includes information taken with permission from Canadian authorities, including ^© Her Majesty the Queen in Right of Canada, ^© Queen’s Printer for Ontario, ^© Canada Post Corporation, GeoBase ^® , ^© The Department of Natural Resources Canada. All rights reserved.”

End-User Terms : Except as otherwise agreed by the parties, in connection with the provision of any portion of the Data for the Territory of Canada to End-Users as may be authorized under the Agreement, Client shall provide such End-Users, in a reasonably conspicuous manner, with terms (set forth with other end user terms required to be provided under the Agreement, or as otherwise may be provided, by Client) which shall include the following provisions on behalf of the Third Party Data licensors, including Her Majesty, Canada Post and NRCan:

The Data may include or reflect data of licensors, including Her Majesty the Queen in the Right of Canada (“Her Majesty”), Canada Post Corporation (“Canada Post”) and the Department of Natural Resources Canada (“NRCan”). Such data is licensed on an “as is” basis. The licensors, including Her Majesty, Canada Post and NRCan, make no guarantees, representations or warranties respecting such data, either express or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose.

The licensors, including Her Majesty, Canada Post and NRCan, shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the data or the Data. The licensors, including Her Majesty, Canada Post and NRCan, shall not be liable in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the data or the Data.

End User shall indemnify and save harmless the licensors, including Her Majesty, Canada Post and NRCan, and their officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the use or possession of the data or the Data.

Additional Provisions : The terms contained in this Section are in addition to all of the rights and obligations of the parties under the Agreement. To the extent that any of the provisions of this Section are inconsistent with, or conflict with, any other provisions of the Agreement, the provisions of this Section shall prevail.

II.	Mexico . The following provision applies to the Data for Mexico, which includes certain data from the Instituto Nacional de Estadística y Geografía (“INEGI”):

Any and all copies of the Data and/or packaging containing Data for Mexico shall contain the following notice:

“Fuente: INEGI (Instituto Nacional de Estadística y Geografía)”

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 12 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

III.	Latin America Territory

Third Party Notices . Any and all copies of the Data and/or packaging relating thereto shall include the respective Third Party Notices set forth below and used as described below corresponding to the Territory (or portion thereof) included in such copy:


Territory		Notice
Ecuador		“INSTITUTO GEOGRAFICO MILITAR DEL ECUADOR AUTORIZACION N° IGM-2011-01- PCO-01 DEL 25 DE ENERO DE 2011”

Guadeloupe, French Guiana		“source: ^© IGN 2009 - BD TOPO ^® ”
Martinique

Mexico		“Fuente: INEGI (Instituto Nacional de Estadística y Geografía)”

IV.	Middle East Territory


Country		Notice
Jordan		“ ^© Royal Jordanian Geographic Centre”. The foregoing notice requirement for Jordan Data is a material term of the Agreement. If Client or any of its permitted sublicensees (if any) fail to meet such requirement, NT shall have the right to terminate Client’s license with respect to the Jordan Data.

Jordan Data . Client and its permitted sublicensees (if any) are restricted from licensing and/or otherwise distributing NT’s database for the country of Jordan (“Jordan Data”) for use in Enterprise Applications to (i) non-Jordanian entities for use of the Jordan Data solely in Jordan or (ii) Jordan-based customers. In addition, Client, its permitted sublicensees (if any) and End-Users are restricted from using the Jordan Data in Enterprise Applications if such party is (i) a non-Jordanian entity using the Jordan Data solely in Jordan or (ii) a Jordan-based customer. For purposes of the foregoing, “Enterprise Applications” shall mean Geomarketing applications, GIS applications, mobile business asset management applications, call center applications, telematics applications, public organization Internet applications or for providing geocoding services.

V.	Europe Territory

Use of Certain Traffic Codes in Europe

General Restrictions Applicable to Traffic Codes . Client acknowledges and agrees that in certain countries of the Europe Territory, Client will need to obtain rights directly from third party RDS-TMC code providers to receive and use the Traffic Codes in the Data and to deliver to End-Users Transactions in any way derived from or based on such Traffic Codes. For such countries, NT shall deliver the Data incorporating Traffic Codes to Client only after receiving certification from Client of its having obtained such rights.

Display of Third Party Rights Legends for Belgium . Client shall, for each Transaction that uses Traffic Codes for Belgium, provide the following notice to the End-User: “Traffic Codes for Belgium are provided by the Ministerie van de Vlaamse Gemeenschap and the Ministèrie de l’Equipement et des Transports.”

Paper Maps . With respect to any license granted to Client relating to making, selling or distributing paper maps (i.e., a map fixed on a paper or paper-like medium): (a) such license with respect to Data for the Territory of Great Britain is conditioned on Client’s entering into and complying with a separate written agreement with the Ordnance Survey (“OS”) to create and sell paper maps, Client’s paying to the OS any and all applicable paper map royalties, and Client’s complying with the OS copyright notice requirements; (b) such license for selling or otherwise distributing for charge with respect to Data for the Territory of Czech Republic is conditioned on Client’s obtaining prior written consent from Kartografie a.s.; (c) such license for selling or distributing with respect to Data for the Territory of Switzerland is conditioned on Client’s obtaining a permit from Bundesamt für Landestopografie of Switzerland; (d) Client is restricted from using Data for the Territory of France to create paper maps with a scale between 1:5,000 and 1:250,000; and (e) Client is restricted from using any Data to create, sell or distribute paper maps that are the same or substantially similar, in terms of data content and specific use of color, symbols and scale, to paper maps published by the European national mapping agencies, including without limitation, Landervermessungämter of Germany, Topografische Dienst of the Netherlands, Nationaal Geografisch Instituut of Belgium, Bundesamt für Landestopografie of Switzerland, Bundesamt für Eich-und Vermessungswesen of Austria, and the National Land Survey of Sweden.

OS Enforcement . Without limiting Section IV(B) above, with respect to Data for the Territory of Great Britain, Client acknowledges and agrees that the Ordnance Survey (“OS”) may bring a direct action against Client to enforce compliance with the OS copyright notice (see Section IV(D) below) and paper map requirements (see Section IV(B) above) contained in this Agreement.


Country(ies)		Notice
Austria		“© Bundesamt für Eich- und Vermessungswesen”

Croatia, Cyprus, Estonia, Latvia, Lithuania,		“© EuroGeographics”

Moldova, Poland, Slovenia and/or Ukraine

France		“source: © IGN 2009 – BD TOPO ^® ”

Germany		“Die Grundlagendaten wurden mit Genehmigung der zust(ndigen Beh(rden entnommen” or “Die Grundlagendaten wurden mit Genehmigung der zustaendigen Behoerden entnommen.”

Great Britain		“Contains Ordnance Survey data © Crown copyright and database right 2010 Contains Royal Mail data © Royal Mail copyright and database right 2010”


Greece		“Copyright Geomatics Ltd.”

Hungary		“Copyright © 2003; Top-Map Ltd.”

Italy		“La Banca Dati Italiana è stata prodotta usando quale riferimento anche cartografia numerica ed al tratto prodotta e fornita dalla Regione Toscana.”

Norway		“Copyright © 2000; Norwegian Mapping Authority”

Portugal		“Source: IgeoE – Portugal”

Spain		“Información geográfica propiedad del CNIG”

Sweden		“Based upon electronic data © National Land Survey Sweden.”

Switzerland		“Topografische Grundlage: © Bundesamt für Landestopographie.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 13 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

Respective Country Distribution. Client acknowledges that NT has not received approvals to distribute map data for the following countries in such respective countries: Albania, Belarus, Kyrgyzstan, Moldova and Uzbekistan. NT may update such list from time to time. The license rights granted to Client under this TL with respect to the Data for such countries are contingent upon Client’s compliance with all applicable laws and regulations, including, without limitation, any required licenses or approvals to distribute the Application incorporating such Data in such respective countries.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 14 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

EXHIBIT E

Additional Content

Subject to the terms and conditions contained in this TL, the Data licensed hereunder shall include the Additional Content described below. Certain attributes or other data or information related to the Additional Content may not be completed for certain areas and/or may not be produced within the TL Term and will only be available as, and to the extent, generally released by NT for use in the types of Applications for which Client is licensed hereunder. Client shall separately report usage of each piece of Additional Content in the License Fee reports required pursuant to the Agreement.

The Additional Content for the specific Territories and/or countries identified below is included as part of the Base License Fee for each respective Territory and/or country at no additional charge. For any Additional Content set forth below for which the “Coverage” identifies one or more Territories, Client shall have the right to use the Additional Content for any countries in the specified Territory(ies) that have been released by NT for commercial use as of the Effective Date of this TL, as well as any additional countries within such Territories for which NT releases the applicable Additional Content for commercial use during the TL Term. For any Additional Content set forth below for which the “Coverage” identifies one or more countries in a particular Territory, to the extent that Additional Content for additional countries within such Territory are released by NT for commercial use during the TL Term, NT may add such countries to such list from time to time upon notice to Client for no additional charge; provided, however, that certain additional countries may be subject to an incremental fee and only available to Client upon execution of an amendment to this TL setting forth the applicable amount to be paid.

2D Footprints Content .

Description: “2D Footprints Content” consists of certain geometry and associated attributes and attribute information related to polygons representing the outline of the base of a building or other manmade structure in select cities as designated by NT.

Additional Provisions : The following provisions apply to the use of 2D Footprints Content:

Client may not create, filter or use texture libraries or other texturing solutions in connection with any feature type attribution associated with 2D Footprints Content. Client may use single or gradient colors if texturing solutions are not derived.

ii.

Client may not use 2D Footprints Content with any height information, including without limitation, in order to render a three-dimensional view utilizing any of the 2D Footprints Content.

Coverage : 2D Footprints Content for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory;

•

Middle East Territory.

3D Landmarks Content .

Description : “ 3D Landmarks Content ” consists of the following content associated to certain 3D City Models Content: (i) 3D Landmarks, (ii) Landmark Icons, and (iii) POI-Carto Association attribute and related attribute information.

“ 3D Landmarks ” consists of 3D objects, one Landmark Icon per 3D object, Anchor points and text files containing a description of the Landmark in the local Languages when applicable and in English.

ii.

“ Landmark Icons ” consists of one image file per 3D landmark of 64 x 64 pixels.

Coverage : 3D Landmarks Content for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Middle East Territory;

•

Europe Territory

Brand Icons .

Description : “Brand Icons” consists of visual representations of the commercial logo of certain companies listed in the Core POIs Categories delivered by NT. Brand Icons are linked to a unique NAVTEQ Chain ID where possible and shall be used with the Chain IDs for the Territory in which they are linked. Brand Icons are offered in a standard graphical format.

Additional Provisions : The following additional provisions apply to the use of Brand Icons and the Category Icons Toolkit:

Style guidelines and specifications required for certain Brand Icons will be provided as applicable.

ii.

Client agrees not to modify or alter the color, font or aspect ratio of the Brand Icons.

iii.

The most recent data release of Brand Icons must be used in Applications at all times. Certain Brand Icons may be removed from future data releases based on NT’s supplier agreements.

iv.

Brand Icons may be used in connection with POIs provided by NT only.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 15 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

Coverage : Brand Icons for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Middle East Territory;

•

Europe Territory

Enhanced 2D Landmark Footprints Content.

Description : “ Enhanced 2D Landmark Footprints Content ” consists of those Building/Landmark Polygons (as defined below) with the following feature type attributes and related attribute information as and when made generally available by NT for certain Building/Landmark Polygons in cities as designated by NT: Business/Commerce Building/Landmark, Convention/Exhibition Building/Landmark, Cultural Building/Landmark, Education Building/Landmark, Emergency Service Building/Landmark, Government Building/Landmark, Historical Building/Landmark, Medical Building/Landmark, Park/Leisure Building/Landmark, Residential Building/Landmark, Retail Building/Landmark, Sports Building/Landmark, Tourist Building/Landmark, Transportation Building/Landmark, Footprint Structure, Grouped Structure, Grouped Complex1, POI-Structure Association1.

“Building/Landmark Polygons” consist of the geometry and associated attributes and related attribute information as and when made generally available by NT, which allow for the rendering of polygons representing the outline of the base of certain buildings or man-made structure.

Coverage : Enhanced 2D Landmark Footprints Content for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Middle East Territory;

•

Europe Territory

Enhanced Junction Views Content .

Description : “ Enhanced Junction Views Content ” consists of customizable 2D vector graphic images for certain complex highway junctions.

Coverage :

Enhanced Junction View Images for the following Territories are included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory.

Environmental Zones Content .

Description : “Environmental Zones Content ” consists of features to indicate restricted areas where certain vehicles are prohibited from entering based on environmental criteria.

Coverage : Environmental Zones Content for the following Territories are included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory.

Extended Lanes FC 1-4 Content .

Description : “ Extended Lanes FC 1-4 Content” consists of the following attributes and related attribute information: Extended Number of Lanes, Lane Dependent Validity, Lane Direction of Traffic Flow, Connected Lanes, Lane Divider and Center Divider Marking, Forming/Ending, Side of Link, Lane Height and Lane Width for roadways qualified by NAVTEQ as Functional Class FC 1-4.

Additional Provisions : The following provisions apply to the use of the following attributes and related attribute information: Forming/Ending, Side of Link, Lane Height and Lane Width (“Lane Model Enhancement Attributes”).

The Lane Model Enhancement Attributes may be used in Route Guidance Applications in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and/or (c) positioning.

ii.

To the extent that Client has procured Enhanced Junction Views Content for a particular Territory hereunder, the Lane Model Enhancement Attributes may also be used to display lane or junction images and/or to create additional enhanced lane or junction images for use solely within the Route Guidance Applications provided to [*****] in accordance with this TL.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 16 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

iii.

To the extent that Client has procured Generic Junction Views Content for a particular Territory hereunder, the Lane Model Enhancement Attributes may also be used to display lane or junction images and/or to create additional generic lane or junction images for such Territory for use solely within the Route Guidance Applications provided to [*****] in accordance with this TL.

Coverage : Extended Lanes FC 1-4 Content for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Middle East Territory;

•

Europe Territory

Extended Listings POIs.

Description : “ Extended Listings POIs ” consists of unverified POIs in categories separate from the Core POI categories and are shipped sepa rately from the NT Map in POI-X ML format.

Coverage : Extended Listings POIs for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory;

•

Egypt.

Extended Navigation .

Description: “ Extended Navigation” consists of certain parking and/or other attributes and related attribute information around Complex POIs and may include Parking Lot Geometry, Unnamed private roads and/or the Building footprint of the Complex polygon.

Coverage : Extended Navigation for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory.

10.

Fuel Types Content Bundle.

Description : “ Fuel Types Content Bundle ” consists of all of the following attributes and related attribute information: Diesel, E85, LPG, CNG, AdBlue, Biodiesel, Hydrogen, Electric and Open 24 Hours.

Coverage : Fuel Types Content Bundle for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Europe Territory.

11.

Generic Junction Views Content

Description : “ Generic Junction Views Content ” consists of generic 2D image files depicting visual representations of junction road geometry for certain locations in the applicable Territory.

Coverage : Generic Junction Views Content for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

Middle East Territory;

•

Europe Territory.

12.

Generic Motorway Signs Content.

Description : ““ Generic Motorway Signs Content ” consists of generic vector graphic sign templates representing motorway signs in the Europe Territory.

Coverage : Generic Motorway Signs Content for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

Middle East Territory;

•

Europe Territory.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 17 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

13.

NAVTEQ Traffic Patterns.

Description : “NAVTEQ Traffic Patterns” is a database of typical traffic speeds. Client shall have access to both the Link based and TMC based product in all available granularities for all days of the week as and when made generally available by NT .

Additional Provisions : The following additional provisions apply to the use NAVTEQ Traffic Patterns for certain countries:

Brazil : The End-User Terms for any Application which makes use of NAVTEQ Traffic Patterns for Brazil shall contain the following notice:

ii.

Germany : NAVTEQ Traffic Patterns may not be used in connection with any services and/or applications in Germany in the field of Traffic Management. For purposes of the foregoing, “Traffic Management” shall mean any consulting and/or software activities provided to public or private organizations, including but not limited to municipal or regional bodies, departments of transport, traffic management and control centers and/or operators of highways or tunnels, using the traffic flows and patterns for the purpose of planning road or public transport infrastructure, based on estimating and simulating traffic flows and patterns, operating and regulating traffic flows and patterns.

Coverage : NAVTEQ Traffic Patterns for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory.

14.

NAVTEQ Voice Content.

Description : “ NAVTEQ Voice Content” consists of data providing phonetic transcriptions for certain administrative areas, street names, sign text, exit names and metadata. NAVTEQ Voice Content is offered as voice phonemes in GDF, RDF and VIF/VAF formats.

Coverage : NAVTEQ Voice Content for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory.

15.

NAVTEQ Voice for POIs.

Description : “ NAVTEQ Voice for POIs Content ” consists of data providing phonetic transcriptions for POI contained in specific NT Core POI categories. NAVTEQ Voice for POIs Content offered as Voice Phonemes in GDF, SIF+, RDF and VIF/VAF formats.

Coverage : NAVTEQ Voice for POIs for the following countries is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory;

•

Europe Territory.

16.

NAVTEQ Voice for Traffic.

Definition : “NAVTEQ Voice for Traffic” shall mean phonetic transcriptions as and when made available by NT for certain traffic location, traffic event types and direction names as such are generated in connection with traffic data supplied by NT.

Coverage : NAVTEQ Voice for Traffic is only available for regions included within the following Territories:

• US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory.

17.

Postal Code Points Content for Great Britain

Description : “ Postal Code Points Content for Great Britain ” consists of the center point (x, y coordinates) for individual postal codes within the applicable region.

Additional Provisions : The following notices must be added to the End-User Terms for Applications using Postal Code Points Content for Great Britain:

Coverage : Postal Code Points Content for Great Britain is included in the License Fee in Exhibit A.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 18 OF 19

NAVTEQ CONFIDENTIAL

CONFIDENTIAL TREATMENT

18.

Postal Code Points Content for The Netherlands .

Description : “ Postal Code Points Content ” consists of the center point (x, y coordinates) for individual postal codes within the applicable region.

Coverage : Postal Code Points Content for The Netherlands is included in the License Fee in Exhibit A.

19.

Sign as Real Image Locations.

Description : “Sign as Real Image Locations ” is a graphical representation of signs including elements such as icons, sign text and arrows.

Coverage :

Sign as Real Image Locations for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory.

20.

Speed Limits FC 1-4 Content.

Description: “ Speed Limits FC 1-4 Content” consists of the following attributes and related attribute information: Speed Limits, Special Speed Situation, Special Speed Limit, Dependent Special Speed Type, Variable Speed Sign, and Speed Limit Unit for the roadways qualified by NAVTEQ as functional class FC 1, 2, 3 and 4.

Coverage : Speed Limits FC 1-4 Content for the following countries and/or Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Latin America Territory (as of the Effective Date of this TL, only Speed Limits FC 1-2 Content is available for the Latin America Territory)

•

Middle East Territory (as of the Effective Date of this TL, only Speed Limits FC 1-2 Content is available for the country of Oman) ;

•

Europe Territory.

21.

Taxi Stand Point POIs.

Description : “ Taxi Stand Point POIs ” consists of POIs for taxi stand locations in certain cities within the Europe Territory.

Additional Provisions : Taxi Stand Point POIs are contained in NT’s Discover Cities product, which will be delivered to Client for purposes of this TL. For the avoidance of doubt, the parties acknowledge and agree that Client shall be permitted to extract the information related to Taxi Stand Point POIs from the Discover Cities product but Client is not licensed under this TL to use any other content contained in the Discover Cities product.

Coverage : Taxi Stand Point POIs for certain cities in the following countries is included in the License Fee in Exhibit A:

•

Europe Territory

22.

Traffic Signals & Stop Signs Content

Description : “ Traffic Signals and Stop Signs Content” consists of the following attributes and related attribute information: Traffic Signals and Stop Signs.

Coverage : Traffic Signals & Stop Signs Content for the following Territories is included in the License Fee in Exhibit A:

•

US/Canada Territory;

•

United States & Mexico Territory;

•

Europe Territory.

Territory License No. 8 (Media TL for [*****]) (TeleNav 11-22-11gpd )

(04.06.09est) – NA CONS – SF#PR-004582

P AGE 19 OF 19

NAVTEQ CONFIDENTIAL

Exhibit 10.16.18

CONFIDENTIAL TREATMENT

N T C O N F I D E N T I A L

FIRST AMENDMENT TO TERRITORY LICENSE NO. 8

This First Amendment (“First Amendment”) to Territory License No. 8 (“TL 8”), with an effective date of December 1, 2011, to the Data License Agreement (the “DLA”), dated December 1, 2002, by and between TeleNav, Inc. (formerly known as Televigation, Inc.; collectively referred to herein as “Client” or “LICENSEE”) and Navigation Technologies Corporation (“NTC”), which was subsequently assigned by NTC to NAVTEQ North America, LLC (collectively “NT”), is made and entered into as of the date of last signature below (“First Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this First Amendment shall have the meanings set forth in the DLA and TL 8.

WHEREAS, NT and Client desire to amend certain provisions of TL 8 with this First Amendment;

WHEREFORE, the parties agree as follows:

[*****] Program . In lieu of the pricing set forth in Sections 1-3 of Exhibit A to TL 8, the special pricing set forth below shall apply to Copies of the Data which are distributed in connection with the [*****] Program described below to [*****] that are already in [*****] (“[*****] Copies”). For purposes of this First Amendment, “[*****] Program” means a [*****] program in which [*****] of the Data provided by NT is distributed as a [*****] unit for all [*****] units in [*****]. For the sake of clarity, the foregoing does not include an optional [*****] program in which the distribution of [*****] of the Data is dependent on the End-User opting into the program and/or paying for [*****]. The pricing set forth below is the amount of the License Fee to be paid by Client to NT for each [*****] and does not include any distribution costs or other costs to Client.


TERRITORY OF DATA		SPECIAL LICENSE FEE PER [*] COPY
US/Canada Territory		[*]

United Stated & Mexico Territory		[*]

Latin America Territory		[*]

2.	Except as otherwise modified herein, the terms of the DLA and TL 8 shall remain in full force and effect.

* * *

IN WITNESS WHEREOF, the parties have caused this Fourteenth Amendment to be executed by their authorized representatives as of the Fourteenth Amendment Effective Date.


NAVTEQ NORTH AMERICA, LLC		TELENAV, INC.

By:	/s/ Stephen W. Kelley	By:	/s/ Douglas S. Miller
Name:	Stephen W. Kelley	Name:	Douglas S. Miller
Title:	Director	Title:	Chief Financial Officer
Date:	2/7/2012	Date:	1/9/2012

Amendment 1 to TL 8 (TeleNav 12-22-11gpd )

NA Consumer

Page 1 of 1

Exhibit 10.22

TeleNav, Inc.

950 DeGuigne Drive

Sunnyvale, California 94085-3900

Tel: (408) 245-3800 / Fax: (408) 245-0238

March 28, 2012

Michael W. Strambi

Re: Retention Letter

Dear Mike:

The Board of Directors of TeleNav, Inc, (“The Company” or “TeleNav”) believes that management succession planning is important. As a result, the Board believes that it is appropriate to plan for the retirement or departure of the Company’s Chief Financial Officer, although the current Company employee holding such title has not given his resignation from such position. In the spirit of management succession planning, TeleNav is very pleased to offer you the position of Vice President of Finance, Chief Financial Officer and Treasurer (such roles collectively, “CFO”), reporting to HP Jin, TeleNav’s CEO, and Joseph Zaelit, the Chairman of the Board’s Audit Committee on the following terms, effective on the date that the Chief Financial Officer of the Company as of the date of this letter ceases to hold such position.

Your compensation will consist of base salary and incentive compensation. Your base salary compensation shall be Twenty Thousand and Eight Hundred Thirty-Three Dollars and Thirty-Three Cents ($20,833.33) per month, less payroll deductions and all required withholdings. You will have an incentive compensation target of Fifty Percent (50%) per year based upon your base annual salary, which for the first calendar year you serve as CFO shall be prorated from the date you become CFO and your then current incentive compensation target will remain in effect for the other portion of the calendar year. Incentive compensation will be based upon the achievement of TeleNav business objectives, currently the Company’s Key Performance Indicators and additional objectives as agreed between you, the CEO and the Compensation Committee of the Board, thereafter revised annually, less payroll deductions and all required withholdings. You will be paid base salary semi-monthly and you will be eligible for the following Company benefits per our standard plans and policies: medical insurance, dental and vision insurance, FSA account participation, 401(k) participation with Company match, vacation, sick leave and holidays, as well as other benefits generally available to executive officers of the Company. Details about these benefit plans are available for your review. You will be paid incentive compensation in accordance with the Company’s normal incentive compensation payment processes and upon attainment of the business objectives as determined each year.

As equity compensation, we will recommend that the Board grant you an option to purchase 150,000 shares of the Company’s common stock (subject to normal Board practices for the approval of such stock options). The exercise price of such option shall be the fair market value of the stock

which will be determined by reference to the closing sales price for our stock (or the closing bid, if no sales were reported) as quoted on the Nasdaq Stock Market on the date the option is granted. Such options will commence vesting on the date you become CFO and shall vest at the rate of One Forty-Eighth (1/48) of the remaining Shares per month for a period of forty-eight (48) months. The option will be subject to the terms and conditions of the TeleNav option plan.

In addition, we will recommend that the TeleNav board of directors grant you a Restricted Stock Unit (RSU) equivalent to 20,000 shares of TeleNav Stock, which will vest quarterly on the date the trading window opens after the Company’s earnings release over a period of sixteen (16) calendar quarters commencing on the date you become CFO. We anticipate that you will enter into an irrevocable election relating to the units to permit the payment of required taxes upon vesting of the Units.

By executing this retention letter, you agree that the vested and unvested options to acquire the Company’s common stock with a per share exercise price of $11.00 of higher (the “Out of the Money Options”) that you hold on the date you become CFO shall be cancelled without separate consideration and shall be of no further force or effect. In the event that you have exercised any portion of the Out of the Money Options prior to the date you become CFO, your 150,000 share grant as set forth above shall be reduced by the number of shares you have exercised and you shall receive a bonus equal to the difference between the fair market value on the date of grant of the new option and the exercise price you paid on the Out of the Money Options.

In addition to the terms of this Letter, upon execution of this Letter, you shall enter into the Executive Employment Agreement attached as Exhibit 1.

During your employment with TeleNav after becoming CFO, you shall initially accrue vacation at the current rate to which you are entitled immediately prior to becoming CFO, increasing by one day per year for each year of employment on the anniversary of your initial employment with TeleNav.

As a TeleNav employee, you will be expected to abide by Company rules and regulations, acknowledge in writing that you have read the Company’s Employee Handbook, and sign and comply with a Proprietary Information and Inventions Agreement, which prohibit unauthorized use or disclosure of TeleNav proprietary information. A copy of that Agreement is included with this letter.

As a result of the senior level nature of your role, you will be offered an amended and restated Company standard Indemnification Agreement that reflects your promotion and will be expected to comply with all reporting and regulatory requirements related to the Company’s status as a publicly traded company. You acknowledge that upon your appointment as CFO, you will become subject to Section 16 of the Securities Exchange Act of 1924, as amended. You also acknowledge that you will serve as the Company’s Chief Accounting Officer, as such term is defined in the rules and regulations adopted by the Securities and Exchange Commission.

As an exempt salaried employee, you will be expected to work hours as required by the nature of your work assignments. During the period of your employment, you will not, without the

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express written consent of the Company, engage in any other employment or business activity, including, without limitation, consulting of any kind, which may interfere with your work for the company. Notwithstanding anything to the contrary, employee may perform services for friends, family, etc. on a limited basis outside of work hours. Employee warrants that such activities will be minor in nature and will not interfere with or compromise employee’s duties of good faith, loyalty or fair dealing.

You may terminate your employment with TeleNav at any time for any reason by notifying the Company. Likewise, TeleNav may terminate your employment at any time for any reason, with or without cause or advance notice. TeleNav also retains the sole discretion to make all other decisions regarding your employment (e.g., transfers, demotions, job assignments, compensation and the like) with or without cause. Your “at will” relationship with the Company cannot be changed except in writing signed by the Company CEO.

In the event that the Chief Financial Officer as of the date of this retention letter remains in such role as of the one year anniversary of this letter, you and TeleNav agree to renegotiate this retention letter to your and TeleNav’s satisfaction. If you have not become CFO by the earlier to occur of the termination of the existing Chief Financial Officer’s employment or the one year anniversary of the date of this retention letter, this retention letter will be of no further force or effect.

If you wish to accept the retention proposal from the Company under the terms described above, please sign and date this letter, and return it to the Company by the close of business, Friday March 30, 2012.

We look forward to your favorable reply and to a productive and enjoyable work relationship.

Sincerely,



Accepted:	/s/ Michael W. Strambi	Date:	March 28, 2012
	Michael W. Strambi

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Exhibit 10.23

TELENAV, INC.

MICHAEL W. STRAMBI EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into by and between Michael W. Strambi (“Executive”) and TeleNav, Inc. (the “Company”), effective as of March 28, 2012 (the “Effective Date”).

1. Duties and Scope of Employment .

(a) Position and Duties . Executive will serve as the Company’s Vice President of Finance and Treasurer. Pursuant to the terms and conditions set forth in the Letter dated March 28, 2012, Executive may be appointed as the Company’s Chief Financial Officer at some date in the future. Executive will continue to render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”). The Board or CEO may modify Executive’s job title and duties as it deems necessary and appropriate in light of the Company’s needs and interests from time to time. The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

(b) Obligations . During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

2. At-Will Employment . The parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither Executive’s job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of Executive’s employment with the Company. However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with the Company.

3. Term of Agreement. This Agreement will have an initial term of three (3) years from the Effective Date, unless terminated earlier under this Agreement’s provisions. On the third anniversary of the Effective Date, this Agreement will automatically renew for additional one (1) year terms unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Notwithstanding the foregoing provisions of this paragraph, in the event of a Change of Control, the term of this Agreement will automatically extend through the eighteen-month anniversary of such Change of Control. Additionally, on the eighteen-month anniversary of such Change of Control and each annual anniversary thereafter, this Agreement will automatically renew for additional one (1) year terms unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to such anniversary. If Executive becomes entitled to severance benefits pursuant to Section 8 hereof, this Agreement will not terminate until all of the obligations under this Agreement have been satisfied.

4. Compensation .

(a) Base Salary . During the Employment Term, the Company will pay Executive an annual salary of Two Hundred Ten Thousand Dollars and No Cents ($210,000.00) (to be increased to Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00) at such time as Executive is appointed Chief Financial Officer) as compensation for Executive’s services (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings. Executive’s salary will be subject to review and adjustments will be made based upon the Company’s normal performance review practices.

(b) Target Bonus . Executive will be eligible to participate in any bonus plans or programs maintained from time to time by the Company on such terms and conditions as determined by the Board or the Compensation Committee of the Board (the “Committee”). Any bonus, or any portion thereof, will be paid as soon as practicable after the Committee determines that the bonus has been earned, but in no event shall the bonus be paid after the later of (i) the fifteenth (15 ^th ) day of the third (3 ^rd ) month following the close of the Company’s fiscal year in which the bonus is earned or (ii) March 15 following the calendar year in which the bonus is earned.

(c) Equity Awards . Executive will continue to be eligible to receive awards of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or the Committee will determine in its discretion whether Executive will be granted any such equity awards and its terms in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

5. Employee Benefits . Executive will continue to be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

6. Vacation . Executive will continue to be entitled to paid vacation, in accordance with the Company’s vacation policy for senior executive officers, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto. Upon Executive’s termination of employment, Executive will be entitled to receive Executive’s accrued but unpaid vacation through the date of Executive’s termination.

7. Expenses . The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

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8. Severance .

(a) Termination for other than Cause, Death or Disability Apart from a Change of Control . During the Employment Term, if earlier than two (2) months prior to a Change of Control or after twelve (12) months following a Change of Control, the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment other than for Cause, death or disability, then, subject to Section 9 below, Executive will receive the following severance from the Company:

(i) Severance Payment . Executive will receive: (A) a lump-sum severance payment in an amount equal to six (6) months of Executive’s Base Salary (as in effect immediately prior to Executive’s termination).

(ii) Continued Employee Benefits . Executive will receive Company-paid coverage for the cost of continuation coverage for Executive and Executive’s eligible dependents under the Company’s Benefit Plans until the earlier of (i) a period of six (6) months from the date of Executive’s termination of employment with the Company, or (ii) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans.

(b) Termination for other than Cause, Death or Disability or Resignation for Good Reason upon or within Two Months Prior to, or Twelve Months Following, a Change of Control . During the Employment Term, if upon or within two (2) months prior to, or twelve (12) months following, a Change of Control, (i) the Company (or any parent or subsidiary or successor of the Company) terminates Executive’s employment other than for Cause, death or disability, or (ii) upon Executive’s resignation with the Company (or any parent or subsidiary or successor of the Company) for Good Reason, then, subject to Section 9 below, Executive will receive the following severance from the Company:

(i) Severance Payment . Executive will receive: (A) a lump-sum severance payment in an amount equal to twelve (12) months of Executive’s Base Salary (as in effect immediately prior to Executive’s termination), and (B) a lump-sum pro-rated amount of Executive’s bonus for the year in which the termination occurs (adjusted as appropriate based on the extent to which any applicable performance objectives have then been achieved and the relative weightings thereof, each as determined in the sole and absolute discretion of the Board or Committee acting in good faith).

(ii) Continued Employee Benefits . Executive will receive Company-paid coverage for the cost of continuation coverage for Executive and Executive’s eligible dependents under the Company’s Benefit Plans until the earlier of (A) a period of twelve (12) months from the date of Executive’s termination of employment with the Company, or (B) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans.

(iii) Accelerated Vesting . One hundred percent (100%) of Executive’s outstanding equity awards will immediately vest prior to Executive’s termination and become exercisable. The equity awards will remain exercisable, to the extent applicable, following the date of termination for the period prescribed in the stock or equity plan and award agreement.

(c) Termination for Cause, Death or Disability; Resignation without Good Reason . If Executive’s employment with the Company (or any parent or subsidiary or successor of the Company) terminates voluntarily by Executive (except upon resignation for Good Reason upon or within two (2)

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months prior to, or twelve (12) months following, a Change of Control), for Cause by the Company or due to Executive’s death or disability, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect.

(d) Exclusive Remedy . In the event of a termination of Executive’s employment with the Company (or any parent or subsidiary or successor of the Company), the provisions of this Section 8 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement. Executive will be entitled to no severance or other benefits upon termination of employment with respect to acceleration of award vesting or severance pay other than those benefits expressly set forth in this Section 8.

9. Conditions to Receipt of Severance; No Duty to Mitigate .

(a) Separation Agreement and Release of Claims . The receipt of any severance pursuant to Section 8(a) or (b) will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Release”) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable.

(b) Non-Solicitation . The receipt of any severance benefits pursuant to Section 8(a) or (b) will be subject to Executive not violating the provisions of Section 16. In the event Executive breaches the provisions of Section 16, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 8(a) or (b) will immediately cease and the Company will be entitled to any other rights and remedies and may take any other action legally permissible as a result of breaching the provisions of Section 16.

(c) Confidential Information Agreement . Executive’s receipt of any payments or benefits under Section 8 will be subject to Executive continuing to comply with the terms of the Confidential Information Agreement (as defined in Section 15).

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(d) Section 409A .

(i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

(ii) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60 ^th ) day following Executive’s separation from service, or, if later, such time as required by Section 9(d)(iii). Except as required by Section 9(d)(iii), any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60 ^th ) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement .

(iii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

(iv) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.

(v) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.

(vi) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments

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to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

(e) No Duty to Mitigate . Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

10. Limitation on Payments . In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits will be either:

(a) delivered in full, or

(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the excise tax under Section 4999 of the Code, the reduction shall occur in the following order: (1) reduction of the severance payments under Sections 8(a)(i) or 8(b)(i); (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s equity awards.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10 will be made in writing by an independent firm immediately prior to Change of Control (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 10.

11. Definition of Terms . The following terms referred to in this Agreement will have the following meanings:

(a) Benefit Plans . For purposes of this Agreement, “Benefit Plans” means plans, policies or arrangements that the Company sponsors (or participates in) and that immediately prior to Executive’s termination of employment provide Executive and/or Executive’s eligible dependents with medical, dental, and/or vision benefits. Benefit Plans do not include any other type of benefit (including, but not by way of limitation, disability, life insurance or retirement benefits). A requirement that the

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Company provide Executive and Executive’s eligible dependents with coverage under the Benefit Plans will not be satisfied unless the coverage is no less favorable than that provided to senior executives of the Company at any applicable time during the period Executive is entitled to receive severance pursuant to Section 8(a) or 8(b). The Company may, at its option, satisfy any requirement that the Company provide coverage under any Benefit Plan by (i) reimbursing Executive’s premiums under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) after Executive has properly elected continuation coverage under COBRA (in which case Executive will be solely responsible for electing such coverage for Executive’s eligible dependents), or (ii) providing coverage under a separate plan or plans providing coverage that is no less favorable.

(b) Cause . For purposes of this Agreement, “Cause” is defined as:

(i) any material act of personal dishonesty made by Executive in connection with Executive’s responsibilities as an employee;

(ii) Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;

(iii) Executive’s gross misconduct;

(iv) Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company;

(v) Executive’s willful breach of any obligations under any written agreement or covenant with the Company; or

(vi) Executive’s continued failure to perform Executive’s employment duties after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties and has failed to cure such non-performance to the Company’s satisfaction within ten (10) business days after receiving such notice.

(c) Change of Control . For purposes of this Agreement, “Change of Control” means the occurrence of any of the following events:

(i) the acquisition by any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company), (“Person”) that becomes the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding securities; provided, however, that for purposes of this subsection (i), the acquisition of additional securities by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company shall not be considered a Change of Control;

(ii) a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month

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period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this Section 11(c)(ii) the following shall not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a transfer to an entity that is controlled by the Company’s shareholders immediately after the transfer; or (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s securities; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in subsection (C). For purposes of this Section 11(c)(ii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; or

(iii) a change in the composition of the Board occurring within a twelve (12) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are directors of the Company as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Notwithstanding the foregoing, a transaction shall not constitute a Change of Control unless the transaction qualifies as a “change in control event” within the meaning of Section 409A.

(d) Code . For purposes of this Agreement, “Code” means the Internal Revenue Code of 1986, as amended.

(e) Good Reason . For purposes of this Agreement, “Good Reason” means Executive’s resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Executive’s express written consent:

(i) the assignment to Executive of any duties, the reduction of Executive’s duties or the removal of Executive from his or her position and responsibilities, either of which must result in a material diminution of Executive’s authority, duties, or responsibilities with the Company in effect immediately prior to such assignment, unless Executive is provided with a comparable position (i.e., Chief Financial Officer of the parent company of the combined entity);

(ii) A material reduction in Executive’s Base Salary, unless the Company also similarly reduces the base salaries of all other similarly situated employees of the Company (and, if applicable, its successor) (for these purposes, a reduction of Executive’s Base Salary by 10% or more will be considered material, provided that a reduction of less than 10% may still be material based on the facts and circumstances relating to the reduction);

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(iii) a material change in the geographic location of Executive’s primary work facility or location; provided, however, that a relocation of less than thirty five (35) miles from Executive’s then present location will not be considered a material change in geographic location; or

(iv) the failure of the Company to obtain assumption of this Agreement by any successor, which shall be deemed a material breach by the Company of this Agreement.

Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice.

(f) Section 409A Limit . For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of his or her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s separation from service occurred.

12. Assignment . This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

13. Notice . All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing.

If to the Company:

TeleNav, Inc.

950 DeGuigne Drive

Sunnyvale, California 94085-3900

Attn : General Counsel

If to Executive:

at the last residential address known by the Company.

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14. Arbitration.

(a) Arbitration . In consideration of Executive’s employment with the Company, its promise to arbitrate all employment - related disputes, and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. The Federal Arbitration Act shall also apply with full force and effect, notwithstanding the application of procedural rules set forth under the Act.

(b) Dispute Resolution . Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under local, state, or federal law , including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

(c) Procedure . Executive agrees that any arbitration will be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement shall be conducted in Santa Clara County, California.

(d) Remedy . Except as provided by the Act, arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration . Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

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(e) Administrative Relief . Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

(f) Voluntary Nature of Agreement . Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL . Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

15. Confidential Information . Executive agrees to continue to be bound by the TeleNav, Inc. Proprietary Information Agreement (the “Confidential Information Agreement”) entered into by and between Executive and the Company dated November 12, 2009.

16. Non-Solicitation . Until the date one (1) year after the termination of Executive’s employment with the Company for any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to solicit, recruit, or encourage any employee of the Company (or any parent or subsidiary of the Company) to leave his or her employment either for Executive or for any other entity or person. Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully aware of his or her obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

17. Miscellaneous Provisions .

(a) Amendment . No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive) that is expressly designated as an amendment to this Agreement.

(b) Waiver . No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c) Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(d) Entire Agreement . This Agreement, together with the Confidential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. With respect to equity awards granted on or after the date of this Agreement, the acceleration of vesting provisions provided herein will apply to such equity awards except to the extent otherwise explicitly provided in the applicable award agreement. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

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(e) Governing Law . This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

(f) Severability . The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect.

(g) Withholding . All payments made pursuant to this Agreement will be subject to all applicable withholdings, including all applicable income and employment taxes, as determined in the Company’s reasonable judgment.

(h) Acknowledgment . Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

(i) Counterparts . This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.


COMPANY	TELENAV, INC.

	By:	/s/ HP Jin
	Title:	President and CEO

EXECUTIVE	By:	/s/ Michael W. Strambi
		Michael W. Strambi

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Exhibit 31.1

CERTIFICATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. HP Jin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TeleNav, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas Miller, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of TeleNav, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. HP Jin, the president and chief executive officer of TeleNav, Inc. (the “Company”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the three months ended March 31, 2012 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas Miller, the chief financial officer of TeleNav, Inc. (the “Company”), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.