**Exhibit 3.1**

**TELENAV, INC.**

**SECOND AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

TeleNav, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 

A. The corporation was originally incorporated under the name of TNAV Holdings, Inc., and the original Certificate of Incorporation ofthe corporation was filed with the Secretary of State of the State of Delaware on October 8, 2009. 

B. This SecondAmended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “**DGCL**”), and has been duly approved by the written consentof the stockholders of the corporation in accordance with Section 228 of the DGCL. 

C. The Certificate of Incorporationof the corporation is hereby amended and restated in its entirety to read as follows: 

**ARTICLE I**

The name of the corporation is TeleNav, Inc. 

**ARTICLE II**

The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington,Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company. 

**ARTICLE III**

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

**ARTICLE IV**

The corporation shall have authority to issue shares as follows: 

600,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stock shall entitle the holder thereof to one(1) vote on each matter submitted to a vote at a meeting of stockholders. 

50,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued fromtime to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors isfurther authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series ofPreferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price orprices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. 

The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease(but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers,preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number ofshares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

**ARTICLE V**

The number of directors that constitutes the entire Board of Directors of the corporation shall be fixed by, or in the manner providedin, the Bylaws of the corporation. At each annual meeting of stockholders, directors of the corporation shall be elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected andqualified or until their earlier resignation or removal; except that if any such election shall not be so held, such election shall take place at a stockholders’ meeting called and held in accordance with the DGCL. 

Effective upon the effective date of the corporation’s initial public offering (the “**Effective Date**”), thedirectors of the corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office tosuch classes at the time such classification becomes effective. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Date, the term of office ofthe initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Date and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholdersfollowing the Effective Date. At each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Date, each of the successors elected to replace the directors of a Class whoseterm shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. 

 

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Notwithstanding the foregoing provisions of this Article, each director shall serve untilhis or her successor is duly elected and qualified or until his or her death, resignation, or removal. If the number of directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among theclasses as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. 

Any director may be removed from office by the stockholders of the corporation only for cause. Vacancies occurring on the Board ofDirectors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or bya sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shallhave been chosen and until his or her successor shall be duly elected and qualified. 

**ARTICLE VI**

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the corporation is expresslyauthorized to adopt, amend or repeal the Bylaws of the corporation. The corporation’s Bylaws may also be adopted, amended, altered or repealed by the stockholders of the corporation.****Notwithstanding the above or any other provision ofthis Second Amended and Restated Certificate of Incorporation, the Bylaws of the corporation may not be amended, altered or repealed except in accordance with Article X of the Bylaws. 

**ARTICLE VII**

Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. 

**ARTICLE VIII**

No action shall be taken by the stockholders of the corporation except at an annual or special meeting of the stockholders called inaccordance with the Bylaws, and no action shall be taken by the stockholders by written consent. 

**ARTICLE IX**

To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of thecorporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personalliability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 

 

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The corporation shall indemnify, to the fullest extent permitted by applicable law, anydirector or officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a“**Proceeding**”) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by such person in connection with any such Proceeding. The corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board. 

The corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter beamended from time to time, any employee or agent of the corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporationor is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. 

Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of this corporation’s Certificate ofIncorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring, or any cause of action, suit or proceeding accruing or arising or that, but for this Article IX, wouldaccrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

**ARTICLE X**

Except as provided in Article IX above, the corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; *provided*,*however*, that notwithstanding any other provision of this Second Amended and Restated Certificate of Incorporation, or any provision of law that might otherwise permit a lesser vote or no vote, the Board of Directors acting pursuant to aresolution adopted by a majority of the Board of Directors and the affirmative vote of sixty-six and two-thirds percent(66 2/3%) of the then outstanding voting securitiesof the corporation, voting together as a single class, shall be required for the amendment, repeal or modification of the provisions of Article IV, Article V, Article VI, Article VIII, or this Article X of this Second Amended and RestatedCertificate of Incorporation. 

 

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IN WITNESS WHEREOF, TeleNav, Inc. has caused this Second Amended and Restated Certificate ofIncorporation to be signed by the President and Chief Executive Officer of the corporation on this 18th day of May 2010. 

 
By: 
/s/ H.P. Jin
 H.P. Jin President and Chief Executive Officer