UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Amendment
No. 1 to

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, 2012

Or



| ̈ | 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)

Securities
registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, $.001 Par Value per Share |  | The NASDAQ Global Market                 

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as
amended.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended.    Yes   ̈    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

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.:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2011,
the last business day of the registrants most recently completed second fiscal quarter, was approximately $153 million (based on a closing sale price of $7.81 per share as reported for the NASDAQ Global Market on December 31, 2011). For
purposes of this calculation, shares of common stock held by officers and directors and shares of common stock held by persons who hold more than 10% of the outstanding common stock of the registrant have been excluded from this calculation because
such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrants Common Stock, $.001 par value per share, outstanding as of August 31, 2012 was 41,416,287.





DOCUMENTS INCORPORATED BY REFERENCE

None.









---

TeleNav, Inc.

Fiscal Year 2012

Amendment No. 1 to

Form 10-K

Annual Report





EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-K (this Amendment) amends TeleNav, Inc.s (the
Companys) Annual Report on Form 10-K for the year ended June 30, 2012, originally filed on September 7, 2012 (the Original Filing). The Company is correcting an omission in Part II, Item 5 as to the
number of stockholders of record as of August 31, 2012. In addition, pursuant to the rules of the Securities and Exchange Commission, the Company is including with this Amendment certain currently dated certifications.

Except as described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of
the Original Filing, and the registrant has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Amendment is not a representation that any statements
contained in items of Form 10-K other than Part II, Item 5 are true or complete as of any date subsequent to the Original Filing.

In this Form 10-K, we, us and our refer to TeleNav, Inc. and its subsidiaries.



---

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Our common stock began trading on the NASDAQ Global Market under the symbol TNAV on May 13, 2010. The following table
sets forth the range of high and low closing sales prices of our common stock for the periods indicated:



|                         |  |      |       |  |     |   |      | 
|------------------------ |  | ---- | ----- |  | --- | - | ---- | 
|Year ended June 30, 2012 |  | High |       |  | Low |  
|First Quarter            |  | $    | 21.86 |  |     | $ | 8.22 | 
|Second Quarter           |  | $    | 9.63  |  |     | $ | 7.71 | 
|Third Quarter            |  | $    | 8.17  |  |     | $ | 6.62 | 
|Fourth Quarter           |  | $    | 7.19  |  |     | $ | 5.57 | 



|                         |  |      |       |  |     |   |       | 
|------------------------ |  | ---- | ----- |  | --- | - | ----- | 
|Year ended June 30, 2011 |  | High |       |  | Low |  
|First Quarter            |  | $    | 9.17  |  |     | $ | 4.68  | 
|Second Quarter           |  | $    | 7.55  |  |     | $ | 4.88  | 
|Third Quarter            |  | $    | 11.96 |  |     | $ | 7.22  | 
|Fourth Quarter           |  | $    | 18.20 |  |     | $ | 10.16 | 

We had approximately 68 stockholders of record as of August 31, 2012. A substantially greater number
of holders of our common stock are street name or beneficial holders, whose shares are held by banks, brokers and other financial institutions. We have never declared or paid dividends on our common stock and do not expect to pay
dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer
Purchases of Equity Securities



|                         |  |                                 |         |  |                             |   |      |                                                                              |  |  |                                                                                                             |  |  |   |            | 
|------------------------ |  | ------------------------------- | ------- |  | --------------------------- | - | ---- | ---------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------- |  |  | - | ---------- | 
|                         |  | Total Number ofShares Purchased |         |  | Average PricePaid per Share |   |      | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans
orPrograms |  |  | Maximum Number (orApproximate DollarValue) of Shares
thatMay Yet be PurchasedUnder the Plans orPrograms (1) | 
|April 1  April 30, 2012 |  |                                 |        |  |                             | $ |     |                                                                              |  |  |                                                                                                            |  |  | $ | 16,611,067 | 
|May 1  May 31, 2012     |  |                                 | 182,174 |  |                             | $ | 6.71 |                                                                              |  |  | 182,174                                                                                                     |  |  | $ | 15,388,245 | 
|June 1  June 30, 2012   |  |                                 |        |  |                             | $ |     |                                                                              |  |  |                                                                                                            |  |  | $ | 15,388,245 | 
|                         |  |                                 |         |  |                             |   |      |                                                                              |  |  |                                                                                                             |  |  |   |            | 
|Total                    |  |                                 | 182,174 |  |                             | $ | 6.71 |                                                                              |  |  | 182,174                                                                                                     |  |  | $ | 15,388,245 | 
|                         |  |                                 |         |  |                             |   |      |                                                                              |  |  |                                                                                                             |  |  |   |            | 



|(1) | The purchases of our shares of common stock by us are 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. This stock repurchase plan will expire on October 27, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

STOCK PERFORMANCE GRAPH

This performance graph shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of TeleNav, Inc. under the Securities Act or the Exchange Act.

The following graph shows a comparison from May 13, 2010 (the date our common stock commenced trading on The NASDAQ
Global Market) through June 30, 2012 of cumulative total return for our common stock, the NASDAQ Composite Index and the Russell 3000 Index. Such returns are based on historical results and are not intended to suggest future performance. Data
for the NASDAQ Composite Index and the Russell 3000 Index assume reinvestment of dividends.



LOGO



---

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

(b) Exhibits

The following exhibits are filed herewith or are incorporated
by reference to exhibits previously filed with the U.S. Securities and Exchange Commission.



|              |  |                                                                                                                                                                         |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                             |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                         |  |                                  
|3.1           |  | Second Amended and Restated Certificate of Incorporation of TeleNav, Inc. filed on May 18, 2010.                                                                        |  | 10-K                              |  | 3.1                                        |  | 9/24/10   
|              |  |                                                                                                                                                                         |  |                                  
|3.2           |  | Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010.                                                                                              |  | 10-K                              |  | 3.2                                        |  | 9/24/09   
|              |  |                                                                                                                                                                         |  |                                  
|4.1           |  | Specimen Common Stock Certificate of TeleNav, Inc.                                                                                                                      |  | S-1/A                             |  | 4.1                                        |  | 1/5/10    
|              |  |                                                                                                                                                                         |  |                                  
|4.2           |  | Fifth Amended and Restated Investors Rights Agreement, dated April 14, 2009, between TeleNav, Inc. and certain holders of TeleNav, Inc.s capital stock named
therein. |  | S-1                               |  | 4.2                                        |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.1          |  | Form of Indemnification Agreement between Registrant and its directors and officers.                                                                                    |  | S-1                               |  | 10.1                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.2#         |  | 1999 Stock Option Plan and forms of agreement thereunder.                                                                                                               |  | S-1                               |  | 10.2                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.3#         |  | 2002 Executive Stock Option Plan and forms of agreement thereunder.                                                                                                     |  | S-1                               |  | 10.3                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.4#         |  | 2009 Equity Incentive Plan and forms of agreement thereunder to be in effect upon the closing of this offering.                                                         |  | S-1                               |  | 10.4                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.5#         |  | Employment Agreement, dated as of April 20, 2006, between TeleNav, Inc. and Douglas Miller.                                                                             |  | S-1                               |  | 10.5                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.5.1#       |  | Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Douglas Miller.                                                      |  | S-1                               |  | 10.5.1                                     |  | 10/30/09  



---

|              |  |                                                                                                                                                                                                             |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                                 |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                                             |  |                                  
|10.6#         |  | Employment Agreement, dated as of April 7, 2009, between TeleNav, Inc. and Loren Hillberg.                                                                                                                  |  | S-1                               |  | 10.6                                       |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.6.1#       |  | Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Loren Hillberg.                                                                                          |  | S-1                               |  | 10.6.1                                     |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.7#         |  | Employment Agreement, dated as of May 4, 2005, between TeleNav, Inc. and Hassan Wahla.                                                                                                                      |  | S-1                               |  | 10.7                                       |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.8#         |  | Employment Agreement, dated October 28, 2009, between TeleNav, Inc. and H.P. Jin.                                                                                                                           |  | S-1                               |  | 10.8                                       |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.9#         |  | Form of Employment Agreement between TeleNav, Inc. and each of Y.C. Chao, Salman Dhanani, Robert Rennard and Hassan Wahla.                                                                                  |  | S-1                               |  | 10.9                                       |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.10#        |  | Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.                                                                                       |  | S-1                               |  | 10.10                                      |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.10.1#      |  | Amendment dated July 8, 2009 to the Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.                                                   |  | S-1                               |  | 10.10.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.11         |  | Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.                                                                                                  |  | S-1                               |  | 10.11                                      |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.11.1       |  | First Amendment dated October 27, 2006 to the Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.                                                    |  | S-1                               |  | 10.11.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                             |  |                                  
|10.12         |  | Shanghai Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co.                                                |  | S-1/A                             |  | 10.12                                      |  | 12/8/09   
|              |  |                                                                                                                                                                                                             |  |                                  
|10.13        |  | Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.                                                          |  | S-1/A                             |  | 10.13                                      |  | 2/2/10    
|              |  |                                                                                                                                                                                                             |  |                                  
|10.13.1      |  | Amendment No. 1 effective as of July 1, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint
United Management Company.      |  | S-1/A                             |  | 10.13.1                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                                             |  |                                  
|10.13.2      |  | Amendment No. 2 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and
Sprint United Management Company. |  | S-1/A                             |  | 10.13.2                                    |  | 1/5/10    
|              |  |                                                                                                                                                                                                             |  |                                  
|10.13.3      |  | Addendum effective as of March 12, 2010 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United
Management Company.           |  | S-1/A                             |  | 10.13.3                                    |  | 4/26/10   



---

|              |  |                                                                                                                                                                                                                                                            |  |                                   |  |                                            |  |           
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.4      |  | Amendment No. 3 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and
Sprint United Management Company, effective as of September 1, 2010. |  | 10-Q                              |  | 10.13.4                                    |  | 11/15/10  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.5+      |  | Amendment No. 4 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company,
effective as of March 29, 2012.                                      |  | 10-K                              |  | 10.13.5                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.6+      |  | Amendment No. 5 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management
Company, effective as of July 1, 2012.                                        |  | 10-K                              |  | 10.13.6                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14        |  | License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.                                                                                                                                             |  | S-1/A                             |  | 10.14                                      |  | 2/2/10    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.1      |  | First Amendment effective as of November 13, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                    |  | S-1                               |  | 10.14.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.2      |  | Second Amendment effective as of November 20, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                   |  | S-1                               |  | 10.14.2                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.3      |  | Fourth Amendment effective as of June 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                       |  | S-1                               |  | 10.14.3                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.4      |  | Sixth Amendment effective as of October 13, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                     |  | S-1                               |  | 10.14.4                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.5      |  | Seventh Amendment effective as of October 27, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                   |  | S-1/A                             |  | 10.14.5                                    |  | 12/8/09   
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.14.6      |  | Eighth Amendment effective as of November 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.                                                                                   |  | S-1/A                             |  | 10.14.6                                    |  | 1/5/10    



---

|              |  |                                                                                                                                                                                   |  |                                   |  |                                            |  |           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                       |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                   |  |                                  
|10.14.7      |  | Ninth Amendment effective as of April 13, 2010 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.              |  | 10-K                              |  | 10.14.7                                    |  | 9/24/10   
|              |  |                                                                                                                                                                                   |  |                                  
|10.14.8      |  | Tenth Amendment effective as of January 18, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.            |  | 10-Q                              |  | 10.14.8                                    |  | 5/10/11   
|              |  |                                                                                                                                                                                   |  |                                  
|10.15        |  | License Agreement effective as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.                                                                   |  | S-1/A                             |  | 10.15                                      |  | 12/8/09   
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.1      |  | Amendment No.1 effective as of March 1, 2010 to the License Agreement, dated as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America,
Inc.                  |  | S-1/A                             |  | 10.15.1                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.2      |  | Amendment No. 2 effective as of August 1, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America,
Inc.    |  | 10-Q                              |  | 10.15.2                                    |  | 11/15/10  
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.3+      |  | Amendment No. 3 effective as of December 14, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America,
Inc. |  | 10-K                              |  | 10.15.3                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.4+      |  | Amendment No. 4 effective as of November 21, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America,
Inc.     |  | 10-K                              |  | 10.15.4                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.5+      |  | Amendment No. 5 effective as of March 24, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America,
Inc.        |  | 10-K                              |  | 10.15.5                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                   |  |                                  
|10.15.6+      |  | Amendment No. 6 effective as of July 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.          |  | 10-K                              |  | 10.15.6                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                   |  |                                  
|10.16        |  | Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.                                                  |  | S-1/A                             |  | 10.16                                      |  | 2/2/10    
|              |  |                                                                                                                                                                                   |  |                                  
|10.16.1      |  | Third Amendment dated December 22, 2004 to the Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and NAVTEQ North America, LLC.             |  | S-1/A                             |  | 10.16.1                                    |  | 4/26/10   



---

|              |  |                                                                                                                                                                                      |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                          |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.2      |  | Fourth Amendment dated May 18, 2007 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                         |  | S-1/A                             |  | 10.16.2                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.3      |  | Fifth Amendment dated January 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                      |  | S-1/A                             |  | 10.16.3                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.4      |  | Seventh Amendment dated December 16, 2008 to the Data License Agreement, dated as of December 1, 2002, by and among TeleNav, Inc., NAVTEQ Europe B.V. and NAVTEQ North America,
LLC. |  | S-1/A                             |  | 10.16.4                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.5       |  | Eighth Amendment dated December 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                    |  | S-1                               |  | 10.16.5                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.6      |  | Territory License No. 1, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.                                                    |  | S-1/A                             |  | 10.16.6                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.7      |  | Territory License No. 2, dated as of June 30, 2003, by and between Televigation, Inc. and NAVTEQ North America, LLC.                                                                 |  | S-1/A                             |  | 10.16.7                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.8      |  | Territory License No. 3, dated as of February 7, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                   |  | S-1/A                             |  | 10.16.8                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.9      |  | Territory License No. 5, dated as of March 6, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                      |  | S-1/A                             |  | 10.16.9                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.10     |  | Territory License No. 6, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                       |  | S-1/A                             |  | 10.16.10                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.11     |  | Territory License No. 7, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                       |  | S-1/A                             |  | 10.16.11                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.12     |  | Ninth Amendment dated February 25, 2010 to the Data License Agreement, dated as of December 1, 2002 by and between TeleNav, Inc. and NAVTEQ North America, LLC.                      |  | S-1/A                             |  | 10.16.12                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|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.      |  | 10-Q                              |  | 10.16.13                                   |  | 5/7/12    



---

|              |  |                                                                                                                                                                                            |  |                                   |  |                                            |  |          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ---------
|ExhibitNumber |  | Description                                                                                                                                                                                |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | DateFiled
|              |  |                                                                                                                                                                                            |  |                                  
|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.   |  | 10-Q                              |  | 10.16.14                                   |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|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.    |  | 10-Q                              |  | 10.16.15                                   |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|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. |  | 10-Q                              |  | 10.16.16                                   |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.17     |  | Territory License No. 8, dated December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.                                                           |  | 10-Q                              |  | 10.16.17                                   |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.18     |  | First Amendment dated February 7, 2012 to Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe
B.V.            |  | 10-Q                              |  | 10.16.18                                   |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.17#        |  | Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski.                                                                                                  |  | 10-K                              |  | 10.17                                      |  | 9/24/10  
|              |  |                                                                                                                                                                                            |  |                                  
|10.18#        |  | First Year Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski.                                                                           |  | 10-K                              |  | 10.18                                      |  | 9/24/10  
|              |  |                                                                                                                                                                                            |  |                                  
|10.19+        |  | Office Lease, dated as of June 28, 2011 and executed on June 30, 2011, by and between TeleNav, Inc. and CA-Sunnyvale Business Center Limited Partnership.                                  |  | 10-K                              |  | 10.19                                      |  | 9/9/11   
|              |  |                                                                                                                                                                                            |  |                                  
|10.20#        |  | Employment Offer Letter dated August 10, 2011 from TeleNav, Inc. to Marc Aronson.                                                                                                          |  | 10-Q                              |  | 10.20                                      |  | 11/7/11  
|              |  |                                                                                                                                                                                            |  |                                  
|10.21#        |  | Form of First Year Executive Employment Agreement.                                                                                                                                         |  | 10-Q                              |  | 10.21                                      |  | 11/7/11  
|              |  |                                                                                                                                                                                            |  |                                  
|10.22#        |  | Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi.                                                                                                            |  | 10-Q                              |  | 10.22                                      |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.23#        |  | Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.                                                                                                    |  | 10-Q                              |  | 10.23                                      |  | 5/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.24         |  | Consulting Agreement effective June 16, 2012 between TeleNav, Inc. and Douglas Miller.                                                                                                     |  | 10-K                              |  | 10.24                                      |  | 9/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.25#        |  | Director Offer Letter dated July 30, 2012 between TeleNav, Inc. and Ken Xie.                                                                                                               |  | 10-K                              |  | 10.25                                      |  | 9/7/12   
|              |  |                                                                                                                                                                                            |  |                                  
|10.26+        |  | SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009, by and between TeleNav, Inc. and Ford Motor Company.                                                              |  | 10-K                              |  | 10.26                                      |  | 9/7/12   



---

|              |  |                                                                                                                                                                                             |  |                                   |  |                                            |  |          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ---------
|ExhibitNumber |  | Description                                                                                                                                                                                 |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | DateFiled
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.1+      |  | Amendment No. 1 effective August 10, 2010 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor
Company.                |  | 10-K                              |  | 10.26.1                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.2+      |  | Amendment No. 2 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.  |  | 10-K                              |  | 10.26.2                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.3+      |  | Amendment No. 3 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.  |  | 10-K                              |  | 10.26.3                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.4+      |  | Amendment No. 4 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.    |  | 10-K                              |  | 10.26.4                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.5+      |  | Amendment No. 5 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.    |  | 10-K                              |  | 10.26.5                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.6+      |  | Amendment No. 6 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.    |  | 10-K                              |  | 10.26.6                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.7+      |  | Amendment No. 7 effective November 15, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company. |  | 10-K                              |  | 10.26.7                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.8+      |  | Amendment No. 8 effective January 1, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford
Motor Company.   |  | 10-K                              |  | 10.26.8                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.26.9+      |  | Amendment No. 9 effective May 11, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.      |  | 10-K                              |  | 10.26.9                                    |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|10.27         |  | Consulting Agreement effective August 29, 2012 between TeleNav, Inc. and Marc Aronson                                                                                                       |  | 10-K                              |  | 10.27                                      |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|21.1          |  | Subsidiaries of the registrant.                                                                                                                                                             |  | 10-K                              |  | 21.1                                       |  | 9/7/12   
|              |  |                                                                                                                                                                                             |  |                                  
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                   |  | 10-K                              |  | 23.1                                       |  | 9/7/12   



---

|              |  |                                                                                                                                                    |  |                                   |  |                                            |  |          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ---------
|ExhibitNumber |  | Description                                                                                                                                        |  | Incorporatedby ReferenceFrom Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | DateFiled
|              |  |                                                                                                                                                    |  |                                  
|24.1          |  | Power of Attorney (contained in the signature page to this Form 10-K).                                                                             |  | 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 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 Chief Executive Officer. |  | Filed 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. |  | Filed herewith                    |  |                                            |  |          
|              |  |                                                                                                                                                    |  |                                  
|101.INS*      |  | XBRL Instance Document                                                                                                                             |  | 10-K                              |  | 101.INS                                    |  | 9/7/12   
|              |  |                                                                                                                                                    |  |                                  
|101.SCH*      |  | XBRL Taxonomy Extension Schema Document                                                                                                            |  | 10-K                              |  | 101.SCH                                    |  | 9/7/12   
|              |  |                                                                                                                                                    |  |                                  
|101.CAL*      |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                        |  | 10-K                              |  | 101.CAL                                    |  | 9/7/12   
|              |  |                                                                                                                                                    |  |                                  
|101.DEF*      |  | XBRL Taxonomy Definition Linkbase Document                                                                                                         |  | 10-K                              |  | 101.DEF                                    |  | 9/7/12   
|              |  |                                                                                                                                                    |  |                                  
|101.LAB*      |  | XBRL Taxonomy Label Linkbase Document                                                                                                              |  | 10-K                              |  | 101.LAB                                    |  | 9/7/12   
|              |  |                                                                                                                                                    |  |                                  
|101.PRE*      |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                             |  | 10-K                              |  | 101.PRE                                    |  | 9/7/12   



|# | 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.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.
|- | --------------------------------------------------------------------------------------------------------------------------------------------

|~ | 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 Amendment No. 1 to Form 10-K 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: September 11, 2012 |  |  |  | By:           |  | /s/    DR. HP
JIN*                   
|                          |  |  |  |               |  | Dr. HP Jin                           
|                          |  |  |  |               |  | President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Annual Report on Form 10-K has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:



|                                  |  |                                                                                                         |  |                   
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------------
|Name and Signature                |  | Title                                                                                                   |  | Date              
|                                  |  |                                                                                                        
|/s/    DR. HP
JIN*                |  | Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) |  | September 11, 2012
|Dr. HP Jin                        |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     MICHAEL
STRAMBI           |  | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)                      |  | September 11, 2012
|Michael Strambi                   |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     SHAWN
CAROLAN*            |  | Director                                                                                                |  | September 11, 2012
|Shawn Carolan                     |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     SAMUEL
CHEN*              |  | Director                                                                                                |  | September 11, 2012
|Samuel Chen                       |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     HON JANE (JASON)
CHIU*    |  | Director                                                                                                |  | September 11, 2012
|Hon Jane (Jason) Chiu             |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     KEN
XIE*                  |  | Director                                                                                                |  | September 11, 2012
|Ken Xie                           |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|/s/     JOSEPH M.
ZAELIT*         |  | Director                                                                                                |  | September 11, 2012
|Joseph M. Zaelit                  |  |                                                                                                         |  |                   
|                                  |  |                                                                                                        
|*By: /s/     MICHAEL
STRAMBI      |  |                                                                                                         |  | September 11, 2012
|Michael Strambi, Attorney in Fact |  |                                                                                                         |  |                   



---

INDEX TO EXHIBITS



|              |  |                                                                                                                                                                         |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                             |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                         |  |                                  
|3.1           |  | Second Amended and Restated Certificate of Incorporation of TeleNav, Inc. filed on May 18, 2010.                                                                        |  | 10-K                              |  | 3.1                                        |  | 9/24/10   
|              |  |                                                                                                                                                                         |  |                                  
|3.2           |  | Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010.                                                                                              |  | 10-K                              |  | 3.2                                        |  | 9/24/09   
|              |  |                                                                                                                                                                         |  |                                  
|4.1           |  | Specimen Common Stock Certificate of TeleNav, Inc.                                                                                                                      |  | S-1/A                             |  | 4.1                                        |  | 1/5/10    
|              |  |                                                                                                                                                                         |  |                                  
|4.2           |  | Fifth Amended and Restated Investors Rights Agreement, dated April 14, 2009, between TeleNav, Inc. and certain holders of TeleNav, Inc.s capital stock named
therein. |  | S-1                               |  | 4.2                                        |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.1          |  | Form of Indemnification Agreement between Registrant and its directors and officers.                                                                                    |  | S-1                               |  | 10.1                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.2#         |  | 1999 Stock Option Plan and forms of agreement thereunder.                                                                                                               |  | S-1                               |  | 10.2                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.3#         |  | 2002 Executive Stock Option Plan and forms of agreement thereunder.                                                                                                     |  | S-1                               |  | 10.3                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.4#         |  | 2009 Equity Incentive Plan and forms of agreement thereunder to be in effect upon the closing of this offering.                                                         |  | S-1                               |  | 10.4                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.5#         |  | Employment Agreement, dated as of April 20, 2006, between TeleNav, Inc. and Douglas Miller.                                                                             |  | S-1                               |  | 10.5                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.5.1#       |  | Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Douglas Miller.                                                      |  | S-1                               |  | 10.5.1                                     |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.6#         |  | Employment Agreement, dated as of April 7, 2009, between TeleNav, Inc. and Loren Hillberg.                                                                              |  | S-1                               |  | 10.6                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.6.1#       |  | Amended and Restated Employment Agreement, dated as of October 28, 2009, between TeleNav, Inc. and Loren Hillberg.                                                      |  | S-1                               |  | 10.6.1                                     |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.7#         |  | Employment Agreement, dated as of May 4, 2005, between TeleNav, Inc. and Hassan Wahla.                                                                                  |  | S-1                               |  | 10.7                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.8#         |  | Employment Agreement, dated October 28, 2009, between TeleNav, Inc. and H.P. Jin.                                                                                       |  | S-1                               |  | 10.8                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.9#         |  | Form of Employment Agreement between TeleNav, Inc. and each of Y.C. Chao, Salman Dhanani, Robert Rennard and Hassan Wahla.                                              |  | S-1                               |  | 10.9                                       |  | 10/30/09  
|              |  |                                                                                                                                                                         |  |                                  
|10.10#        |  | Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.                                                   |  | S-1                               |  | 10.10                                      |  | 10/30/09  



---

|              |  |                                                                                                                                                                                                                                                            |  |                                   |  |                                            |  |           
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.10.1#      |  | Amendment dated July 8, 2009 to the Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William Bettencourt.                                                                                                  |  | S-1                               |  | 10.10.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.11         |  | Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.                                                                                                                                                 |  | S-1                               |  | 10.11                                      |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.11.1       |  | First Amendment dated October 27, 2006 to the Industrial/R&D Lease, dated as of October 9, 2006, by and between TeleNav, Inc. and Roeder Family Trust B.                                                                                                   |  | S-1                               |  | 10.11.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.12         |  | Shanghai Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co.                                                                                               |  | S-1/A                             |  | 10.12                                      |  | 12/8/09   
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13        |  | Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company.                                                                                                         |  | S-1/A                             |  | 10.13                                      |  | 2/2/10    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.1      |  | Amendment No. 1 effective as of July 1, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United
Management Company.                                                     |  | S-1/A                             |  | 10.13.1                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.2      |  | Amendment No. 2 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint
United Management Company.                                                |  | S-1/A                             |  | 10.13.2                                    |  | 1/5/10    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.3      |  | Addendum effective as of March 12, 2010 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United
Management Company.                                                          |  | S-1/A                             |  | 10.13.3                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.4      |  | Amendment No. 3 effective as of December 16, 2009 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and
Sprint United Management Company, effective as of September 1, 2010. |  | 10-Q                              |  | 10.13.4                                    |  | 11/15/10  
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.5+      |  | Amendment No. 4 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management Company,
effective as of March 29, 2012.                                      |  | 10-K                              |  | 10.13.5                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                                                                                            |  |                                  
|10.13.6+      |  | Amendment No. 5 to the Sprint Master Application and Services Agreement, dated as of January 30, 2009, as amended, by and between TeleNav, Inc. and Sprint United Management
Company, effective as of July 1, 2012.                                        |  | 10-K                              |  | 10.13.6                                    |  | 9/7/12    



---

|              |  |                                                                                                                                                                          |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                              |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                          |  |                                  
|10.14        |  | License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility LLC.                                                           |  | S-1/A                             |  | 10.14                                      |  | 2/2/10    
|              |  |                                                                                                                                                                          |  |                                  
|10.14.1      |  | First Amendment effective as of November 13, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.  |  | S-1                               |  | 10.14.1                                    |  | 10/30/09  
|              |  |                                                                                                                                                                          |  |                                  
|10.14.2      |  | Second Amendment effective as of November 20, 2008 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC. |  | S-1                               |  | 10.14.2                                    |  | 10/30/09  
|              |  |                                                                                                                                                                          |  |                                  
|10.14.3      |  | Fourth Amendment effective as of June 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.     |  | S-1                               |  | 10.14.3                                    |  | 10/30/09  
|              |  |                                                                                                                                                                          |  |                                  
|10.14.4      |  | Sixth Amendment effective as of October 13, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.   |  | S-1                               |  | 10.14.4                                    |  | 10/30/09  
|              |  |                                                                                                                                                                          |  |                                  
|10.14.5      |  | Seventh Amendment effective as of October 27, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC. |  | S-1/A                             |  | 10.14.5                                    |  | 12/8/09   
|              |  |                                                                                                                                                                          |  |                                  
|10.14.6      |  | Eighth Amendment effective as of November 16, 2009 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC. |  | S-1/A                             |  | 10.14.6                                    |  | 1/5/10    
|              |  |                                                                                                                                                                          |  |                                  
|10.14.7      |  | Ninth Amendment effective as of April 13, 2010 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.     |  | 10-K                              |  | 10.14.7                                    |  | 9/24/10   
|              |  |                                                                                                                                                                          |  |                                  
|10.14.8      |  | Tenth Amendment effective as of January 18, 2011 to the License and Service Agreement, dated as of March 19, 2008, by and between TeleNav, Inc. and AT&T Mobility
LLC.   |  | 10-Q                              |  | 10.14.8                                    |  | 5/10/11   
|              |  |                                                                                                                                                                          |  |                                  
|10.15        |  | License Agreement effective as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.                                                          |  | S-1/A                             |  | 10.15                                      |  | 12/8/09   
|              |  |                                                                                                                                                                          |  |                                  
|10.15.1      |  | Amendment No. 1 effective as of March 1, 2010 to the License Agreement, dated as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc.        |  | S-1/A                             |  | 10.15.1                                    |  | 4/26/10   



---

|              |  |                                                                                                                                                                                      |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                          |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                      |  |                                  
|10.15.2      |  | Amendment No. 2 effective as of August 1, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America,
Inc.       |  | 10-Q                              |  | 10.15.2                                    |  | 11/15/10  
|              |  |                                                                                                                                                                                      |  |                                  
|10.15.3+      |  | Amendment No. 3 effective as of December 14, 2010 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and Tele Atlas North America,
Inc.    |  | 10-K                              |  | 10.15.3                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                      |  |                                  
|10.15.4+      |  | Amendment No. 4 effective as of November 21, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America,
Inc.        |  | 10-K                              |  | 10.15.4                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                      |  |                                  
|10.15.5+      |  | Amendment No. 5 effective as of March 24, 2011 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America,
Inc.           |  | 10-K                              |  | 10.15.5                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                      |  |                                  
|10.15.6+      |  | Amendment No. 6 effective as of July 1, 2012 to the License Agreement, dated as of July 1, 2009, as amended, by and between TeleNav, Inc. and TomTom North America, Inc.             |  | 10-K                              |  | 10.15.6                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16        |  | Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.                                                     |  | S-1/A                             |  | 10.16                                      |  | 2/2/10    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.1      |  | Third Amendment dated December 22, 2004 to the Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and NAVTEQ North America,
LLC.                |  | S-1/A                             |  | 10.16.1                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.2      |  | Fourth Amendment dated May 18, 2007 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                         |  | S-1/A                             |  | 10.16.2                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.3      |  | Fifth Amendment dated January 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                      |  | S-1/A                             |  | 10.16.3                                    |  | 2/2/10    
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.4      |  | Seventh Amendment dated December 16, 2008 to the Data License Agreement, dated as of December 1, 2002, by and among TeleNav, Inc., NAVTEQ Europe B.V. and NAVTEQ North
America, LLC. |  | S-1/A                             |  | 10.16.4                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16.5       |  | Eighth Amendment dated December 15, 2008 to the Data License Agreement, dated as of December 1, 2002, by and between TeleNav, Inc. and NAVTEQ North America,
LLC.                    |  | S-1                               |  | 10.16.5                                    |  | 10/30/09  



---

|              |  |                                                                                                                                                                                            |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.6      |  | Territory License No. 1, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation.                                                          |  | S-1/A                             |  | 10.16.6                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.7      |  | Territory License No. 2, dated as of June 30, 2003, by and between Televigation, Inc. and NAVTEQ North America, LLC.                                                                       |  | S-1/A                             |  | 10.16.7                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.8      |  | Territory License No. 3, dated as of February 7, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                         |  | S-1/A                             |  | 10.16.8                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.9      |  | Territory License No. 5, dated as of March 6, 2006, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                            |  | S-1/A                             |  | 10.16.9                                    |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.10     |  | Territory License No. 6, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                             |  | S-1/A                             |  | 10.16.10                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.11     |  | Territory License No. 7, dated as of May 18, 2007, by and between TeleNav, Inc. and NAVTEQ North America, LLC.                                                                             |  | S-1/A                             |  | 10.16.11                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.12     |  | Ninth Amendment dated February 25, 2010 to the Data License Agreement, dated as of December 1, 2002 by and between TeleNav, Inc. and NAVTEQ North America, LLC.                            |  | S-1/A                             |  | 10.16.12                                   |  | 4/26/10   
|              |  |                                                                                                                                                                                            |  |                                  
|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.            |  | 10-Q                              |  | 10.16.13                                   |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|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.   |  | 10-Q                              |  | 10.16.14                                   |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|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.    |  | 10-Q                              |  | 10.16.15                                   |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|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. |  | 10-Q                              |  | 10.16.16                                   |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.17     |  | Territory License No. 8, dated December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC, and NAVTEQ Europe B.V.                                                           |  | 10-Q                              |  | 10.16.17                                   |  | 5/7/12    



---

|              |  |                                                                                                                                                                                            |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                            |  |                                  
|10.16.18     |  | First Amendment dated February 7, 2012 to Territory License No. 8, dated as of December 1, 2011, by and between TeleNav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe
B.V.            |  | 10-Q                              |  | 10.16.18                                   |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.17#        |  | Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski.                                                                                                  |  | 10-K                              |  | 10.17                                      |  | 9/24/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.18#        |  | First Year Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski.                                                                           |  | 10-K                              |  | 10.18                                      |  | 9/24/10   
|              |  |                                                                                                                                                                                            |  |                                  
|10.19+        |  | Office Lease, dated as of June 28, 2011 and executed on June 30, 2011, by and between TeleNav, Inc. and CA-Sunnyvale Business Center Limited Partnership.                                  |  | 10-K                              |  | 10.19                                      |  | 9/9/11    
|              |  |                                                                                                                                                                                            |  |                                  
|10.20#        |  | Employment Offer Letter dated August 10, 2011 from TeleNav, Inc. to Marc Aronson.                                                                                                          |  | 10-Q                              |  | 10.20                                      |  | 11/7/11   
|              |  |                                                                                                                                                                                            |  |                                  
|10.21#        |  | Form of First Year Executive Employment Agreement.                                                                                                                                         |  | 10-Q                              |  | 10.21                                      |  | 11/7/11   
|              |  |                                                                                                                                                                                            |  |                                  
|10.22#        |  | Retention Letter dated March 28, 2012 from TeleNav, Inc. to Michael W. Strambi.                                                                                                            |  | 10-Q                              |  | 10.22                                      |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.23#        |  | Employment Agreement dated March 28, 2012 between TeleNav, Inc. and Michael W. Strambi.                                                                                                    |  | 10-Q                              |  | 10.23                                      |  | 5/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.24         |  | Consulting Agreement effective June 16, 2012 between TeleNav, Inc. and Douglas Miller.                                                                                                     |  | 10-K                              |  | 10.24                                      |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.25#        |  | Director Offer Letter dated July 30, 2012 between TeleNav, Inc. and Ken Xie.                                                                                                               |  | 10-K                              |  | 10.25                                      |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.26+        |  | SYNC Generation 2 On-Board Navigation Agreement, dated October 12, 2009, by and between TeleNav, Inc. and Ford Motor Company.                                                              |  | 10-K                              |  | 10.26                                      |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.26.1+      |  | Amendment No. 1 effective August 10, 2010 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009 by and between TeleNav, Inc. and Ford Motor
Company.               |  | 10-K                              |  | 10.26.1                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.26.2+      |  | Amendment No. 2 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company. |  | 10-K                              |  | 10.26.2                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.26.3+      |  | Amendment No. 3 effective February 3, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company. |  | 10-K                              |  | 10.26.3                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                            |  |                                  
|10.26.4+      |  | Amendment No. 4 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.   |  | 10-K                              |  | 10.26.4                                    |  | 9/7/12    



---

|              |  |                                                                                                                                                                                           |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                               |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                           |  |                                  
|10.26.5+      |  | Amendment No. 5 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.  |  | 10-K                              |  | 10.26.5                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|10.26.6+      |  | Amendment No. 6 effective March 31, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12,
2009, as amended, by the between TeleNav, Inc. and Ford Motor Company   |  | 10-K                              |  | 10.26.6                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|10.26.7+      |  | Amendment No. 7 effective November 15, 2011 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12,
2009, as amended by and between TeleNav, Inc. and Ford Motor Company |  | 10-K                              |  | 10.26.7                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|10.26.8+      |  | Amendment No. 8 effective January 1, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company. |  | 10-K                              |  | 10.26.8                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|10.26.9+      |  | Amendment No. 9 effective May 11, 2012 to the SYNC Generation 2 On-Board Navigation Agreement dated October 12, 2009, as amended, by and between TeleNav, Inc. and Ford Motor
Company.    |  | 10-K                              |  | 10.26.9                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|10.27         |  | Consulting Agreement effective August 29, 2012 between TeleNav, Inc. and Marc Aronson.                                                                                                    |  | 10-K                              |  | 10.27                                      |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|21.1          |  | Subsidiaries of the registrant.                                                                                                                                                           |  | 10-K                              |  | 21.1                                       |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                 |  | 10-K                              |  | 23.1                                       |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|24.1          |  | Power of Attorney (contained in the signature page to this Form 10-K).                                                                                                                    |  | 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 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 Chief Executive Officer.                                        |  | Filed 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.                                        |  | Filed herewith                    |  |                                            |  |           
|              |  |                                                                                                                                                                                           |  |                                  
|101.INS*      |  | XBRL Instance Document                                                                                                                                                                    |  | 10-K                              |  | 101.INS                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|101.SCH*      |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                   |  | 10-K                              |  | 101.SCH                                    |  | 9/7/12    
|              |  |                                                                                                                                                                                           |  |                                  
|101.CAL*      |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                               |  | 10-K                              |  | 101.CAL                                    |  | 9/7/12    



---

|              |  |                                                        |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                            |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                        |  |                                  
|101.DEF*      |  | XBRL Taxonomy Definition Linkbase Document             |  | 10-K                              |  | 101.DEF                                    |  | 9/7/12    
|              |  |                                                        |  |                                  
|101.LAB*      |  | XBRL Taxonomy Label Linkbase Document                  |  | 10-K                              |  | 101.LAB                                    |  | 9/7/12    
|              |  |                                                        |  |                                  
|101.PRE*      |  | XBRL Taxonomy Extension Presentation Linkbase Document |  | 10-K                              |  | 101.PRE                                    |  | 9/7/12    



|# | 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.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

| | Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.
|- | --------------------------------------------------------------------------------------------------------------------------------------------

|~ | 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 Amendment No. 1 to Form 10-K 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or
12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------