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, 2010

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)

1130 Kifer Road

Sunnyvale, California 94086

(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 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   ̈    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.  x

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         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (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

As of December 31, 2009, the last business day of the registrants most recently completed second fiscal quarter, the
registrants common stock was not listed on any exchange or over-the-counter market. The registrants common stock began trading on the NASDAQ Global Market on May 13, 2010. The aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant as of June 30, 2010 was approximately $141 million (based on a closing sale price of $8.39 per share as reported for the NASDAQ Global Market on June 30, 2010). 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, 2010 was 42,155,547





DOCUMENTS INCORPORATED BY REFERENCE

None.









---

TeleNav, Inc.

Fiscal Year 2010

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, 2010, originally filed on September 24, 2010 (the Original Filing). The Company is filing Part IV to include a new redacted version of
Exhibit 10.14.7. 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 No. 1 to Form 10-K is not a
representation that any statements contained in items of Form 10-K other than Part IV, Item 15 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.



1



---

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                                                                         |  | Form 10-K                         |  | 3.1                                        |  | 9/24/10   
|              |  |                                                                                                                                                                         |  |                                  
|3.2           |  | Amended and Restated Bylaws of TeleNav, Inc. effective as of May 18, 2010                                                                                               |  | Form 10-K                         |  | 3.2                                        |  | 9/24/10   
|              |  |                                                                                                                                                                         |  |                                  
|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  



2



---

|              |  |                                                                                                                                                                                                             |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                                 |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                                             |  |                                  
|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   
|              |  |                                                                                                                                                                                                             |  |                                  
|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  



3



---

|              |  |                                                                                                                                                                                      |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                          |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                      |  |                                  
|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.                 |  | Filed herewith                    |  |                                            |  |           
|              |  |                                                                                                                                                                                      |  |                                  
|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 #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   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16        |  | 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   



4



---

|              |  |                                                                                                                                                                   |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                       |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                   |  |                                  
|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   
|              |  |                                                                                                                                                                   |  |                                  
|10.17#*       |  | Employment Offer Letter executed on June 28, 2010 from TeleNav, Inc. to Dariusz Paczuski                                                                          |  | Form 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                                                   |  | Form 10-K                         |  | 10.18                                      |  | 9/24/10   
|              |  |                                                                                                                                                                   |  |                                  
|21.1          |  | Subsidiaries of the registrant                                                                                                                                    |  | Form 10-K                         |  | 21.1                                       |  | 9/24/10   
|              |  |                                                                                                                                                                   |  |                                  
|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                    |  |                                            |  |           



5



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|              |  |                                                                                                                                                   |  |                                   |  |                                            |  |           
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                       |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                   |  |                                  
|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                    |  |                                            |  |           



|# | 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 an order granted by the Securities and Exchange Commission for confidential treatment.
|- | --------------------------------------------------------------------------------------------------------------------------------------------

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

|~ | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Managements Reports on Internal Control
Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



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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: December 21, 2010 |  | By:           |  | /S/    H.P.
JIN*                              
|                         |  |               |  | H.P. 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/    H.P.
JIN* H.P. Jin                                   |  | Chairman of the Board of Directors, President and
Chief Executive Officer (Principal Executive Officer) |  | December 21, 2010
|                                                            |  |                                                                                                        
|/S/    DOUGLAS
MILLER Douglas Miller                        |  | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)                      |  | December 21, 2010
|                                                            |  |                                                                                                        
|/S/    SHAWN
CAROLAN* Shawn Carolan                         |  | Director                                                                                                |  | December 21, 2010
|                                                            |  |                                                                                                        
|/S/    SAMUEL
CHEN* Samuel Chen                             |  | Director                                                                                                |  | December 21 2010 
|                                                            |  |                                                                                                        
|/S/    HON JANE
(JASON) CHIU* Hon Jane (Jason) Chiu         |  | Director                                                                                                |  | December 21, 2010
|                                                            |  |                                                                                                        
|/S/    SOO BOON
KOH* Soo Boon Koh                           |  | Director                                                                                                |  | December 21, 2010
|                                                            |  |                                                                                                        
|/S/    JOSEPH M.
ZAELIT* Joseph M. Zaelit                   |  | Director                                                                                                |  | December 21, 2010
|                                                            |  |                                                                                                        
|*By: /S/    DOUGLAS
MILLER Douglas Miller, Attorney in Fact |  |                                                                                                         |  | December 21, 2010



7



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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                                        |  | 9/24/10   
|              |  |                                                                                                                                                                         |  |                                  
|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  
|              |  |                                                                                                                                                                         |  |                                  
|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  



---

|              |  |                                                                                                                                                                                                             |  |                                   |  |                                            |  |           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                                                                 |  | Incorporatedby ReferenceFrom
Form |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                                                             |  |                                  
|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   
|              |  |                                                                                                                                                                                                             |  |                                  
|10.14        |  | 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                                                                                                                                                                          |  | Incorporated byReference
FromForm |  | 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.                 |  | Filed herewith                    |  |                                            |  |           
|              |  |                                                                                                                                                                                      |  |                                  
|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 #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   
|              |  |                                                                                                                                                                                      |  |                                  
|10.16        |  | 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  
|              |  |                                                                                                                                                                                      |  |                                  
|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   



---

|              |  |                                                                                                                                                                 |  |                                   |  |                                            |  |           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- |  | ------------------------------------------ |  | ----------
|ExhibitNumber |  | Description                                                                                                                                                     |  | Incorporated byReference
FromForm |  | Incorporatedby
ReferenceFrom ExhibitNumber |  | Date Filed
|              |  |                                                                                                                                                                 |  |                                  
|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   
|              |  |                                                                                                                                                                 |  |                                  
|10.17#*       |  | 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   
|              |  |                                                                                                                                                                 |  |                                  
|21.1          |  | Subsidiaries of the registrant                                                                                                                                  |  | 10-K                              |  | 21.1                                       |  | 9/24/10   
|              |  |                                                                                                                                                                 |  |                                  
|24.1          |  | Power of Attorney (contained in the signature page to the Form 10-K)                                                                                            |  | 10-K                              |  | 24.1                                       |  | 9/24/10   
|              |  |                                                                                                                                                                 |  |                                  
|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                    |  |                                            |  |           



|# | 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 an order granted by the Securities and Exchange Commission for confidential treatment.
|- | --------------------------------------------------------------------------------------------------------------------------------------------

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

|~ | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Managements Reports on Internal Control
Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this 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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------