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TELENAV, INC.
FORM 10-K
(Annual Report)
Filed 09/09/11 for the Period Ending 06/30/11
Address 1130 KIFER ROAD
SUNNYVALE, CA 94086
Telephone (408) 245-3800
CIK 0001474439
Symbol TNAV
SIC Code 3812 - Search, Detection, Navigation, Guidance, Aeronautical, and Nautical Systems and Instruments
Industry Communications Services
Sector Services
Fiscal Year 06/30
http://www.edgar-online.com
© Copyright 2011, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    TELENAV, INC. FORM 10-K (Annual Report) Filed 09/09/11 for the Period Ending 06/30/11 Address 1130 KIFER ROAD SUNNYVALE, CA 94086 Telephone (408) 245-3800 CIK 0001474439 Symbol TNAV SIC Code 3812 - Search, Detection, Navigation, Guidance, Aeronautical, and Nautical Systems and Instruments Industry...

  • Page 2
    ... number: 001-34720 TELENAV, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 77-0521800 (I.R.S. Employer Identification Number) 1130 Kifer Road Sunnyvale, California 94086 (Address of principal executive offices...

  • Page 3
    ...70 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTANT FEES AND SERVICES 69 69 69 69...

  • Page 4
    ... offices are located at 1130 Kifer Road, Sunnyvale, California 94086, and our telephone number is (408) 245-3800. Our website address is www.telenav.com. The information on, or that can be accessed through, our website is not part of this Form10-K. We file or furnish periodic reports, including...

  • Page 5
    ... new customers and serve more people in more places with features such as location based search and voice-guided navigation. By using the most integral tools of the daily lives of people on the go, their mobile phones and vehicles, people can access our personalized navigation and location based...

  • Page 6
    ... with wireless network connectivity to deliver real time LBS, such as traffic, weather information and other connected data. Enterprises are seeking solutions that enable them to cost effectively and efficiently manage their mobile resources, as well as their company data, communications and work...

  • Page 7
    ... for its latest version Nokia Maps on its smart phone products to consumers free of charge. Microsoft Corporation, or Microsoft, also provides free turn by turn navigation software on its Windows Mobile operating system. Although wireless carriers receive revenue from data networks used to provide...

  • Page 8
    ...with mobile phone manufacturer and wireless carrier customers so that our services work in many countries and on a wide range of mobile phones and wireless network protocols. We also have strong and deep relationships with key players across the LBS value chain, including application developers, map...

  • Page 9
    ...POI review sharing; real time traffic alerts specific to a chosen route; preplanned routes through our website that can be saved, downloaded to mobile phones and accessed with a one-click routing function; and address sharing. • We offer our mobile navigation services to customers in a number of...

  • Page 10
    ... dispatching applications that together support business process mobilization through the movement of real time information. Automotive on-board and connected navigation . We have been working with certain automobile manufacturers and OEM customers to provide our mobile navigation services through...

  • Page 11
    ...us to address rapid growth in our end user base. For example, our SDP is able to support different applications and business models such as our GPS Navigator, our wireless carrier customers' white label navigation services, TeleNav Track, and location based mobile advertising. Client software Client...

  • Page 12
    ... the air updates of enhanced versions of our service to mobile phones that use our recent client applications, without the need to upload new client software. Cached data for operation with limited connectivity . Our client applications are also built to address the realities of wireless networks...

  • Page 13
    ... hosted service models. Our current research and development efforts are focused on improving and expanding features, functionality and performance of our existing services; developing applications, services and products for new mobile phones, mobile phone operating systems and emerging wireless...

  • Page 14
    ... carrier customers offer our LBS as part of a bundle of services, such as Sprint's Simply Everything plans. Bundling of our LBS with voice and/or data packages has led to substantial increases in the number of our new end users. At June 30, 2011, we had a sales team consisting of 30 employees that...

  • Page 15
    ... software in automotive navigation applications. End users may also subscribe to our services directly from our website, but these customers represent a small minority of our end users. We currently provide our LBS to customers in North America, Asia, Europe and South America. As of June 30, 2011...

  • Page 16
    ... GPS Navigator, TeleNav Track, TeleNav Vehicle Tracker, TeleNav Asset Tracker, TeleNav Vehicle Manager, ONMYWAY, OMW, Sipity, TeleNav LocalAdvantage, Always Find Your Way, Smart Planner, My Mileage, Evie, Jungle and MyTies. We endeavor to enter into agreements with our employees and contractors...

  • Page 17
    ... to ours for free. For example, Google offers free voice guided, turn by turn navigation as part of its release of Google Maps Navigation for mobile devices based on the Android 1.6 and higher operating system platform and Nokia provides a download for its latest version of Nokia Maps on its...

  • Page 18
    .... Jin was a business strategy and management consultant at McKinsey & Company, a management consulting firm. Dr. Jin was also previously a technical director at Loral Integrated Navigation Communication Satellite Systems, or LINCSS, a division of Loral Space & Communications, Inc., a GPS service and...

  • Page 19
    ... of engineering at LINCSS/Loral. Prior to that time, Dr. Rennard was a vice president of GPS Navigation Systems at Stanford Telecom, a telecommunications company acquired by ITT and Newbridge Networks Corporation, and an acquisition program manager for the U.S. Air Force. Dr. Rennard holds a B.S. in...

  • Page 20
    ...president of business development of Wireless Multimedia Solutions, a privately held wireless software platform company. From September 1999 to February 2002, Mr. Wahla served as director of business development at MicroStrategy, Inc., a business intelligence software company. Prior to that time, Mr...

  • Page 21
    ... amendment due to increasing numbers of Sprint bundle subscribers with access to our services and fixed revenue from Sprint for bundled basic navigation services. Although we are entitled to receive more revenue from enterprise LBS, mobile commerce and premium navigation services than we previously...

  • Page 22
    ... to ours for free. For example, Google offers free voice guided, turn by turn navigation as part of its Google Maps product for mobile devices based on the Android 1.6 and higher operating system platform and Nokia, provides a download for its latest version of Nokia Maps on its smartphones...

  • Page 23
    ...and access to the applications that could be used on mobile phones connected to their networks, in recent years consumers have been able to download and provision applications from individual provider websites and to select from a menu of applications through the Apple App Store, Android Marketplace...

  • Page 24
    ...other applications or services. Finally, we may not be successful at generating revenue from premium navigation services if end users believe that free services are comparable or adequate. Our success depends on significantly increasing the number of end users that purchase our LBS from our wireless...

  • Page 25
    ...allow us to customize our services for their new devices. We typically deliver our services through client software that has been customized to work with a given mobile phone's operating system, features and form factors. Wireless carrier customers often insist that mobile phone manufacturers permit...

  • Page 26
    ... revenue, affect our costs and impair our ability to manage our business effectively. Our provisioning and reporting system that authenticates end users and tracks the number of end users and their use of our services is a proprietary and customized system that we developed internally. Although we...

  • Page 27
    ...the fees we receive from our wireless carrier customers generally do not depend on usage. With limited exceptions, our wireless carrier customers pay us fees that do not vary depending on whether or how often an end user uses our services. Historically, end users using certain mobile phones or under...

  • Page 28
    ...past and may in the future fail to deliver new versions of our services in a timely fashion. If new releases of our LBS are delayed or our services are not preloaded on mobile phones upon their initial commercial release, our wireless carrier customers may curtail their efforts to market and promote...

  • Page 29
    ... to service failures and disruptions. In addition, if we are unable to secure data center space with appropriate power, cooling and bandwidth capacity, we may be unable to efficiently and effectively scale our business to manage the addition of new wireless carrier customers, increases in the number...

  • Page 30
    ... we receive from our wireless carrier customers and automobile manufacturers and OEMs; our inability to attract new end users; the timing and success of new service introductions by us or our competitors; the timing and success of new mobile phone introductions by our wireless carrier customers; the...

  • Page 31
    ... one mobile phone to another, or may choose to discontinue our services if their new device has an alternative application preinstalled. In addition, wireless carriers may switch to subscription billing systems that require subscribers to actively renew, or opt-in, each month from current systems...

  • Page 32
    ..., our adoption rates will suffer. In addition, if our wireless carrier customers select mobile phones that are incompatible with our LBS client software, we will incur additional time and expenses to extend our services to those devices, which may cause us to incur unanticipated operating expenses...

  • Page 33
    ..., and the loss of one or more key employees or our inability to attract and retain qualified personnel could harm our business. Our success and future growth depend on the skills, working relationships and continued services of our management team and in particular, our founders, Y.C. Chao, HP...

  • Page 34
    ... equipment at new data centers and expansion of our operations at data centers; the replacement of outdated or failing equipment; and the acquisition of key technologies to support or expand our LBS. We rely on network infrastructures provided by our wireless carrier customers and mobile phones for...

  • Page 35
    ...or defects occur in mobile phones or services offered by our wireless carrier customers, it could result in consumers terminating our services, damage to our reputation, increased customer service and support costs, warranty claims, lost revenue and diverted development resources, any of which could...

  • Page 36
    ... in the shipment of TeleNav enabled mobile phones, or cause us to modify or suspend the provision of our LBS; cause us to incur significant expenses in defending claims brought against our wireless carrier customers or us; divert management's attention and resources; subject us to significant...

  • Page 37
    ... which could involve substantial costs and time to develop. Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by defective software and other losses. Our agreements with our wireless carrier and automobile...

  • Page 38
    ... and regulations regarding lawful interception of personal data, use of mobile phones or navigation services within autos or the control of such use, privacy, taxation, content suitability, copyright and antitrust. Furthermore, the growth and development of electronic storage of personal information...

  • Page 39
    ...to offer similar products or technologies. In addition, patents may not issue from any of our current or any future applications. Monitoring unauthorized use of our intellectual property is difficult and costly. The steps we have taken to protect our proprietary rights may not be adequate to prevent...

  • Page 40
    ... could, if not properly addressed, negatively affect our business. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our LBS platform and client applications, discontinue the sale of our service in the event re...

  • Page 41
    ...claims or actions can be costly. In addition to diverting financial and management resources and general business disruption, we may suffer from...company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with current corporate...

  • Page 42
    ... research or reports that industry or financial analysts publish about us or our business. If one or more of the analysts who may elect to cover us downgrade their evaluations of our stock, the price of our stock could decline. For example, in late July 2011, following our earnings release for the...

  • Page 43
    ..., England for our sales, marketing and business development personnel located in those areas. In addition to our headquarters and other offices, we lease data center space in Sunnyvale, Sacramento and Santa Clara, California. We believe our current facilities will be adequate or that additional...

  • Page 44
    ...01007-JJF). The plaintiff alleges that certain of our services, including our GPS Navigator and TeleNav Track, infringe U.S. Patent No. 5,987,377, and... time to estimate the effects of this lawsuit on our financial condition, results of operations, or cash flows. On April 30, 2010, Traffic Information...

  • Page 45
    ...; however our wireless carrier customers have requested that we indemnify them in connection with such cases: In 2008, Alltel, AT&T, Sprint and T-Mobile each demanded that we indemnify and defend them against lawsuits brought by patent holding companies EMSAT Advanced Geo-Location Technology LLC and...

  • Page 46
    ...it against a lawsuit brought by Alfred P. Levine, an individual, in the Eastern District of Texas (Case No. 2:09-cv-00372) alleging that Sprint and Samsung infringe U.S. Patent Nos. 6,243,030 and 6,140,943 in connection with providing wireless navigation systems, products and services. In March 2010...

  • Page 47
    ... images." Although the complaint accuses "smart phone devices manufactured by Apple, RIM, Google, HTC, LG, Motorola, Nokia, Palm, Samsung and others," it does not identify any particular map software or services provided by us or others, and we have received nothing that suggests that the plaintiff...

  • Page 48
    ... 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 Maximum Number (or Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs...

  • Page 49
    ... deemed to be incorporated by reference into any filing of TeleNav, Inc. under the Securities Act or the Exchange Act....trading on The NASDAQ Global Market) through June 30, 2011 of cumulative total return for our common stock, the... performance. Data for the NASDAQ Composite Index and the Russell...

  • Page 50
    ...a stock option grant that vested upon the closing of our IPO. 2011 2010 June 30, 2009 2008 2007 Consolidated Balance Sheets Data: (in thousands) Cash, cash equivalents and short-term investments Working capital Total assets Preferred stock warrant liability Convertible preferred stock Common stock...

  • Page 51
    ... applications, location based advertising and customer lifecycle management In September 2010, we and our largest customer, Sprint, entered into an amendment to our agreement that results in us receiving a fixed annual fee from Sprint for their bundled service subscribers' use of our navigation...

  • Page 52
    ... to use the ARPU metric beginning in fiscal 2012, but will continue to report the number of paying end users for our services. In September 2010, we also amended our agreement with TomTom Maps, to change the fee structure for map and POI data we provide as part of our navigation services in Sprint...

  • Page 53
    ... field assets and equipment. We are developing other LBS solutions with new business models and distribution channels in our current LBS market and adjacent markets. These solutions include tablet devices, location based mobile advertising and commerce services and premium LBS. While we have already...

  • Page 54
    ...content, such as map, POI, traffic, gas price and weather data and voice recognition technology that we use in providing our LBS. Our cost of revenue also includes expenses associated with data center operations, customer support, the amortization of capitalized software and stock-based compensation...

  • Page 55
    .... Our wireless carrier customers pay us based on several different revenue models, including (1) a monthly subscription fee per end user, (2) a fixed annual fee for any number of subscribers (up to specified thresholds) receiving our services as part of bundles with other voice and data services or...

  • Page 56
    ... wireless carrier customers may offer subscribers a 30-day free trial for our service. We also derive revenue from the delivery of customized software and royalties earned from the distribution of this customized software in certain automotive navigation applications. We generally recognize software...

  • Page 57
    ... with time based vesting on a straight-line basis over an employee's requisite service period of each of these awards, net of estimated forfeitures. Our stock-based compensation expense was as follows: Fiscal Year Ended June 30, 2011 2010 2009 (in thousands) Cost of revenue Research and development...

  • Page 58
    ... the fair value of options granted to employees using the Black-Scholes pricing model with the following weighted average assumptions: 2011 Fiscal Year Ended June 30, 2010 2009 Dividend yield Expected volatility Expected term (in years) Risk-free interest rate - 56% 4.50 1.61% - 74% 4.85...

  • Page 59
    ... current ...used in addition to the financial measures reflected in the consolidated statements of income data to help...2011 Fiscal Year Ended June 30, 2010 (in thousands) 2009 Consolidated Statements of Income Data Revenue Cost of revenue Gross profit Operating expenses: Research and development...

  • Page 60
    ...introduce various paid and free service plans through wireless carriers and open marketplaces, ARPU will no longer provide a meaningful indicator of the health of our business. We do not intend to use this metric beginning in fiscal 2012, but will continue to report the number of subscribers for our...

  • Page 61
    ... that we use in providing our LBS such as map, POI, traffic, gas price and weather data and voice recognition technology. The remaining portion of our cost of revenue included expenses associated with data center operations, customer support, the amortization of capitalized software and stock...

  • Page 62
    ... which we receive revenue from Sprint. Pursuant to the TomTom Maps Amendment, we will pay TomTom Maps a percentage of the fees earned from Sprint for basic navigation services and gross advertising and mobile commerce revenue and a flat monthly fee per subscriber for premium navigation services. We...

  • Page 63
    ...as we expand our relationships with wireless carrier customers and engage in programs to market our services to their subscribers. General and ... a public company, including higher legal, corporate insurance, audit and tax and financial reporting expenses as well as the costs of maintaining compliance...

  • Page 64
    ... of end users accessing our services through our wireless carrier customers' white label offerings, for which we receive lower monthly fees per end user when compared to our branded offerings. The contractual terms of our bundled offerings with certain wireless carrier customers also provide us...

  • Page 65
    ... that we use in providing our LBS such as map, POI, traffic, gas price and weather data and voice recognition technology. The remaining portion of our cost of revenue included expenses associated with data center operations, customer support, the amortization of capitalized software and stock...

  • Page 66
    ... accounts receivable as of June 30, 2011 and will fluctuate based upon the timing of invoicing and payment under Sprint's fixed annual fee arrangement. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of expenditures to support development...

  • Page 67
    ... offer their services for free; our wireless carrier customers were to elect not to market and distribute our LBS to end users; or our wireless carrier customers were to elect to lower the prices charged to their subscribers for our service;. In the future, we may acquire businesses or technologies...

  • Page 68
    ...our relationships with our wireless carrier or other customers are negatively impacted or any of our wireless carrier or customer agreements is terminated, our business, operating results and financial condition could be materially harmed. To date, we have not incurred material costs and do not have...

  • Page 69
    ...new disclosures as well as clarifies certain existing disclosure requirements. New...2011, the FASB amended fair value measurement and disclosure guidance to achieve convergence with International Financial Reporting...annual periods beginning after December 15, 2011... of domestic corporations. Due to...

  • Page 70
    ... contracts with our wireless carrier customers outside of the United...company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely...

  • Page 71
    ... Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, management has concluded that our internal control over financial reporting was effective as of June 30, 2011. The certifications of our principal executive officer...

  • Page 72
    ..., Inc.'s internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). TeleNav, Inc.'s management is responsible for maintaining...

  • Page 73
    ... within 120 days of our June 30, 2011 fiscal year end) under the headings "Corporate Governance," "Executive Compensation," and "Compensation Committee Report." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by...

  • Page 74
    ...report and set forth on the page indicated: Page Report...because they are not applicable or the required ...TeleNav, Inc. and certain holders of TeleNav, Inc.'s capital stock named therein. Form of Indemnification Agreement between Registrant and its directors and officers. 1999 Stock Option Plan...

  • Page 75
    ... Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co. Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company...

  • Page 76
    ... Form by Reference From Exhibit Number Date Filed 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. Addendum effective as of March...

  • Page 77
    ...Number Date Filed 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... and Navigation Technologies Corporation. Third Amendment dated December 22, 2004 to the Data License ...

  • Page 78
    ... Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski. 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. Subsidiaries of the registrant. Consent of...

  • Page 79
    ... 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 9, 2011 By: Dr. HP J IN Dr. HP Jin Chairman of the Board of Directors, President and Chief...

  • Page 80
    ...in accordance with the standards of the Public Company Accounting Oversight Board (United States), Telenav, Inc.'s internal control over financial reporting as of June 30, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations...

  • Page 81
    ...TELENAV, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) June 30, 2011 2010 Assets Current assets: Cash and cash equivalents Short-term investments Accounts receivable; net of allowances of $356 and $246 at June 30, 2011... income Retained earnings Total stockholders'...

  • Page 82
    Table of Contents TELENAV, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) 2011 Fiscal Year Ended June 30, 2010 2009 Revenue Cost of revenue Gross profit Operating expenses: Research and development Sales and marketing General and administrative Total operating ...

  • Page 83
    ...TELENAV... 248 - - - - 156 - - 404 5) - - 399 - - - - (55) 193 - - 537 Retained Earnings (deficit) $ (28,939) - - - (1,208) - 29,618 - (529) - - (1,018) (954 41,410 ...employee stock option plans Comprehensive income: Foreign currency translation adjustment, net of taxes Unrealized net gain on available...

  • Page 84
    ...provided by (used in) operating activities: Depreciation and amortization Accretion of premium on short-term investments Stock-based compensation expense Write-off of capitalized software Revaluation of preferred stock warrants Excess tax benefit from employee stock option plans Changes in operating...

  • Page 85
    ... provider of personalized navigation and location based services, or LBS, that help on-the-go people make daily decisions about "where to go, how to get there, what to do, and even when to go" -and we make it possible across mobile devices, mobile applications, wireless carriers, automobiles, and...

  • Page 86
    ... customers have direct responsibility for billing and collecting those fees from their subscribers and we and our wireless carrier customers may offer subscribers a 30-day free trial for our service. We provide tiered pricing to certain of our wireless carrier customers based on the number of paying...

  • Page 87
    ...such as map, points of interest, traffic, gas price and weather data, and voice recognition technology that we use in providing our LBS. Our cost of revenue also includes expenses associated with data center operations, customer support, the amortization of capitalized software development costs and...

  • Page 88
    ...other customer represented 10% of our revenue or 10% of our receivables for any period presented. Our map and points of interest data have been provided principally through Tele Atlas North America, Inc., now known as TomTom Maps and Navigation Technologies Corporation or NAVTEQ in fiscal 2011, 2010...

  • Page 89
    ... be realized. Research and software development costs We expense research and development costs as incurred. We account for the costs of computer software we develop for internal use by capitalizing qualifying costs, which are incurred during the application development stage, and amortizing those...

  • Page 90
    ... totaled $1.8 million, $165,000 and $7,000 for fiscal 2011, 2010 and 2009, respectively. As of June 30, 2011 and 2010 deferred capitalized software development costs, which were included in prepaid expenses and other current assets, and deposits and other assets, were $2.2 million and $1.9 million...

  • Page 91
    ... earnings, calculated as net income less current period Series E convertible preferred stock cumulative dividends, between common and Series E convertible preferred stockholders. Diluted net income per share applicable to common stockholders is computed by using the weighted average number...

  • Page 92
    ... stockholders: Net income Series E preferred cumulative dividends Undistributed earnings allocated to Series E preferred stockholders Net income applicable to common stockholders Shares used in computing net income per share applicable to common stockholders: Basic: Weighted average common shares...

  • Page 93
    ... of Contents TELENAV, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 3. Cash and cash equivalents and short-term investments Cash and cash equivalents and short-term investments consisted of the following as of June 30, 2011 (in thousands): Unrealized Amortized Cost Gains Unrealized...

  • Page 94
    ...179,257 $179,257 $ Where applicable, we use quoted prices in active markets for identical assets to determine fair value of Level 2 short-term investments. If quoted prices in active markets for identical assets are not available to determine fair value, we use quoted prices for similar assets and...

  • Page 95
    ... for fiscal 2011, 2010 and 2009, respectively. 6. Commitments and contingencies Our primary facilities are located in Sunnyvale, California, ...time to time, we may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. When we believe a loss or a cost...

  • Page 96
    ...time stayed the entire litigation pending completion of the reexamination. The stay of the litigation extends to the new claims the court allowed. On September 13, 2010, the U.S. Patent and Trademark Office...our services, including our GPS Navigator and TeleNav Track,...24, 2011. We are developing our ...

  • Page 97
    ... of mobile users connected to a network. The complaint seeks unspecified monetary damages, fees and expenses and injunctive relief against us. On May 28, 2010, Traffic Information, LLC filed an amended complaint, adding a new claim that certain of our products and/or services infringe U.S. Patent...

  • Page 98
    ... customers have requested that we indemnify them in connection with such cases: In 2008, Alltel, AT&T, Sprint and T-Mobile each demanded that we indemnify and defend them against lawsuits brought by patent holding companies EMSAT Advanced Geo-Location Technology LLC and Location Based Services...

  • Page 99
    ... images." Although the complaint accuses "smart phone devices manufactured by Apple, RIM, Google, HTC, LG, Motorola, Nokia, Palm, Samsung and others," it does not identify any particular map software or services provided by us or others, and we have received nothing that suggests that the plaintiff...

  • Page 100
    ...TELENAV, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) We have agreed to indemnify our directors, officers and certain other employees...net and the assumptions used to determine the ...pricing model Remaining Fair value Total expense per share contractual term Expected volatility Risk-free...

  • Page 101
    ... 2011, we reduced common stock and APIC by an aggregate of $3.4 million and charged $8.6 million to retained earnings. In addition to our stock repurchase program, during fiscal 2010 we repurchased from two of our former employees a total of 200,590 shares of our common stock at the then current...

  • Page 102
    ...of June 30, 2011, we had reserved 2,083,333 shares of common stock for issuance under the 2009 Plan. On the first day of each of our fiscal years, beginning with the 2012 fiscal year, the number of shares available and reserved for issuance under the 2009 Plan will be annually increased by an amount...

  • Page 103
    ... is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected...

  • Page 104
    ... and cancellation activity. Risk-free interest rate . The risk-free rate is based on U.S. Treasury zero coupon issues with remaining terms similar to the expected term on the options. At June 30, 2011, the total unrecognized stock-based compensation cost related to employee options was $11.3 million...

  • Page 105
    ...TELENAV, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The provision for income taxes consists of the following (in thousands): 2011 Fiscal Year Ended June 30, 2010 2009 Current income taxes: Federal State Foreign Total current... expenses Research and development credits Section 199 ...

  • Page 106
    Table of Contents TELENAV, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. ...

  • Page 107
    ... officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by geographic region for purposes of allocating resources and evaluating financial performance. We have one business activity, the provision of LBS, and there are no segment managers...

  • Page 108
    ... employment, at the beginning of each calendar month. Employees may contribute up to the lesser of 100% of their current compensation to the 401(k) Plan or an amount up to a statutorily prescribed annual limit. We pay the direct expenses of the 401(k) Plan and beginning in July 2006, we began to...

  • Page 109
    ...ACCOUNTS (in thousands) Beginning Balance Additions (Recoveries) Write-off/ Reductions Ending Balance Trade Receivable Allowances: Year Ended June 30, 2009 Year Ended June 30, 2010 Year Ended June 30, 2011 105 $ $ $ 20 229 246 $ $ $ 239 1,685 3,982 $ (30) $ (1,668) $ (3,872) $ 229 $ 246 $ 356

  • Page 110
    ...TeleNav, Inc. and certain holders of TeleNav, Inc.'s capital stock named therein. Form of Indemnification Agreement between Registrant and its directors and officers. 1999 Stock Option Plan... Severance Agreement and General Release, dated as of January 29, 2009, between TeleNav, Inc. and William ...

  • Page 111
    ... Real Estate Lease Agreement, dated as of April 28, 2009, by and between TeleNav Shanghai Inc. and Shanghai Dongfang Weijing Culture Development Co. Sprint Master Application and Services Agreement, dated as of January 30, 2009, by and between TeleNav, Inc. and Sprint United Management Company...

  • Page 112
    ... 1, 2010 to the License Agreement, dated as of July 1, 2009, by and between TeleNav, Inc. and Tele Atlas North America, Inc. Data License Agreement, dated as of December 1, 2002, by and between Televigation, Inc. and Navigation Technologies Corporation. Third Amendment dated December 22, 2004 to the...

  • Page 113
    ... Executive Employment Agreement dated June 28, 2010 by and between TeleNav, Inc. and Dariusz Paczuski. 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. Subsidiaries of the registrant. Consent of...

  • Page 114
    ... 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...

  • Page 115
    Exhibit 10.19 OFFICE LEASE SUNNYVALE BUSINESS CENTER Between CA-S UNNYVALE B USINESS C ENTER L IMITED P ARTNERSHIP , a Delaware limited partnership as Landlord, and T ELE N AV , I NC . , a Delaware corporation as Tenant

  • Page 116
    TABLE OF CONTENTS Page ARTICLE 1 PREMISES AND EXTERIOR AREAS ARTICLE 2 LEASE TERM ARTICLE 3 RENT ARTICLE 4 EXPENSES AND TAXES ARTICLE 5 USE OF PREMISES ARTICLE 6 SERVICES ARTICLE 7 REPAIRS ARTICLE 8 ADDITIONS AND ALTERATIONS ARTICLE 9 COVENANT AGAINST LIENS ARTICLE 10 INDEMNIFICATION; INSURANCE ...

  • Page 117
    EXHIBITS A B B-1 B-2 B-3 B-4 C D E F G H I-1 I-2 J OUTLINE OF PREMISES TENANT WORK LETTER LANDLORD'S WORK APPROVED SPACE PLAN CONSTRUCTION RULES AND REGULATIONS CONSTRUCTION CLOSE-OUT REQUIREMENTS FORM OF NOTICE OF LEASE TERM DATES RULES AND REGULATIONS HAZARDOUS SUBSTANCES DISCLOSURE CERTIFICATE ...

  • Page 118
    ...I NC . , a Delaware corporation (" Tenant "). SUMMARY OF BASIC LEASE INFORMATION TERMS OF LEASE 1. 2. Date: Premises ( Article 1 ). 2.1 " Premises " and " Project ": The office/R&D buildings located at 920 DeGuigne Drive, 930 DeGuigne Drive and 950 DeGuigne Drive, Sunnyvale, California (collectively...

  • Page 119
    ...Lease Term Monthly Installment of Base Rent Annual Base...the Work Letter...office, research and development and all other uses consistent with comparable office/R&D projects in the vicinity of the Project and in conformity with municipal zoning requirements of the City of Sunnyvale and other applicable...

  • Page 120
    ... of Landlord to provide or pay for any work or services related to the improvement of the Premises, and without any representation or warranty regarding the condition of the Buildings or Exterior Areas for their suitability or the conduct of Tenant's business; provided, however, that if, on...

  • Page 121
    ..., however, pay the cost of all Utilities (as defined in Section 6.1 below) and other services provided to the Premises prior to the Lease Commencement Date that are reimbursable under the terms of this Lease and are required by reason of Tenant's construction of the Tenant Improvement Work, subject...

  • Page 122
    ...terms, covenants and conditions of this Lease shall continue in full force and effect during the applicable Option Term...Date "), the time of such ...used herein, the term " Market Rate " shall mean the annual amount of Base Rent at which tenants, as of the commencement of the applicable Option Term...

  • Page 123
    ... to each other pursuant to Section 2.3.4(b) above. Within ten (10) business days following the resolution of such dispute by the parties or the decision of the arbitrator, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any deficiency or excess, as the...

  • Page 124
    ... the Lease Term, and (y) the number of days in such Expense Year. Notwithstanding the foregoing, Tenant shall have no obligation to pay Direct Expenses allocable ...of business. 4.2 Definitions of Key Terms Relating to Additional Rent . hereinafter set forth: As used in this Lease, the following terms ...

  • Page 125
    ..., shall be amortized [including reasonable actual or imputed interest on the amortized cost] over the useful life of such item in accordance with customary and generally accepted real estate management and accounting principles [" GAAP "], as reasonably determined by Landlord); (b) depreciation or...

  • Page 126
    ... of the entity that constitutes Landlord; any penalties or damages that Landlord pays to Tenant under this Lease; costs to complete Landlord's Work or to place the Premises in the delivery condition required by the terms of costs incurred in connection with the sale, ground leasing, financing or...

  • Page 127
    ... or property manager or his or her general support staff, would normally be chargeable as an operating expense of a comparable office project, then the Labor Costs of such individuals may be included in Expenses to the extent of the percentage of their time that is spent providing such services to...

  • Page 128
    .... Notwithstanding anything to the contrary in this Lease, the Estimated Direct Expenses for any portion of the term during 2011 shall be $0.50 per month per square foot of the Premises. Upon receiving an Estimate Statement, Tenant shall pay, with its next installment of Base Rent, an amount equal...

  • Page 129
    ...of this Lease nor enter into any new Underlying Documents if the same shall materially adversely impact Tenant's use of or access to the Premises or subject Tenant to any material increased cost or expense. ARTICLE 6 SERVICES 6.1 Utilities Services . Tenant shall promptly pay, as the same become due...

  • Page 130
    ...Use being made of the Building or inaccessible for more than the Applicable Number (defined below) of consecutive business days after written notice from Tenant to Landlord as result of any Service...condition reasonably consistent with comparable professionally-maintained office... are located within or...

  • Page 131
    ... applicable cure period, make or complete such Tenant's Repair Obligation, in which event Tenant shall pay Landlord the cost of such work, plus a reasonable percentage of the cost thereof (not to exceed 10%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs...

  • Page 132
    ... Tenant or any Tenant Party, Tenant shall pay to Landlord the reasonable cost of such work, including a percentage of the cost thereof (not to exceed 10%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with...

  • Page 133
    ...reviewing such work; and (b) except for Minor Alterations, a fee for Landlord's oversight and coordination of such work equal to 1.5% of its cost. Tenant shall, to the extent reasonably required by Landlord, condition payment to its contractors for any Alterations upon receipt of final lien releases...

  • Page 134
    ... before commencing any such work on the Premises (or such additional time as may be necessary under applicable Laws) to afford Landlord...officers, agents, employees and independent contractors (including Landlord, collectively, the " Landlord Parties ") shall not be liable for, and are hereby released...

  • Page 135
    ...000 each occurrence $5,000,000 annual aggregate The above limits may be met with any combination of primary and excess policies 10.3.2 Property Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and...

  • Page 136
    ... pay Landlord the cost ...direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees...companies and on such other terms and conditions as Landlord may from time to time...using standard working methods (without the payment of overtime or other premiums...

  • Page 137
    ... for one (1) business day after delivery of email notice to Tenant. Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance and other proceeds payable to Tenant under Tenant's Property Insurance pursuant to Section 10.3 above and, if applicable, any Builder's All...

  • Page 138
    ...), Landlord's Casualty Responsibility, and the Security Holder Application Amount, and be ineffective if (x) Tenant, within 20 business days after receiving such Shortfall Termination Notice, notifies Landlord that Tenant agrees to pay, and provides Landlord with evidence reasonably satisfactory to...

  • Page 139
    ...cost of the Tenant Casualty Repairs exceeds the amount of insurance proceeds received... or the Tenant Work Letter, nor shall...'s access to any Building, then, during any time that... Term or Tenant's right of possession hereunder. After the service...used by Tenant for the operation of its business, then ...

  • Page 140
    ... documentation pertaining to the proposed Transfer, and (iv) current financial statements of the proposed Transferee (or, in the case of a Transfer described in Section 14.6 below, of the proposed new controlling party(ies)) certified by an officer, partner or owner thereof and any other information...

  • Page 141
    ... Date), and continuing on the first day of each succeeding month during the term of such agreement, Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which (1) Tenant's Transfer Consideration received for such month exceeds (2) the sum of (i) the Monthly Rent payable by...

  • Page 142
    ...forth in detail the computation of any Transfer Premium resulting from such Transfer; and (v) such consent shall, so long as the Transferee waives, for itself, its (direct or indirect) owners, the respective beneficiaries, trustees, officers, directors, employees or agents of the Transferee and such...

  • Page 143
    ...or a release of Tenant from any obligation under this Lease, whenever accruing (except for the obligation to make the payments so received by Landlord... if there exists no applicable rating by the other agency); or (y) a Net Worth at least equal to the Net Worth of the Tenant immediately prior...

  • Page 144
    ... or an extension for any further term, and Tenant shall pay Base Rent for such unsurrendered Building(s) at a monthly rate equal to (a) for the [*****] of such holding over, [*****] applicable during the last calendar month of the Lease Term; and (b) [*****] applicable during the last calendar month...

  • Page 145
    ...time during the Lease Term, if Tenant is not a public reporting company, Tenant shall provide to Landlord, for Tenant's current fiscal year and the two (2) preceding fiscal years, its best available... to pay any Rent when due unless such failure is cured within five (5) business days after written

  • Page 146
    ...the Premises in the Required Surrender Condition, ; and (e) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable Law. As used in Sections 19.2.1(a) and (b) above, the " worth at the time of award " shall be computed...

  • Page 147
    ...with reasonable supporting documentation for such costs. Any such maintenance or repair work performed by Tenant pursuant to this Section 19.5 shall be performed in accordance with the terms and conditions set forth in Section 7.1 above; provided, however, that if Landlord fails to timely respond to...

  • Page 148
    ...the terms of this Section 19.6 shall not be applicable ...use of Exterior Areas as reasonably necessary for such repair work. Landlord may perform any such repairs during ordinary business hours, except that Tenant may require any work in the Buildings to be done after business hours if Tenant pays...

  • Page 149
    ...releases...officers, directors, trustees, shareholders, agents and employees...business, including loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill, or loss of use...pay ...application or timing...terms and conditions of this Article 24 , Tenant may, at its sole cost...

  • Page 150
    ... of Landlord under Section 25.1.2 , Tenant, at its expense, shall comply with all applicable Laws relating to (a) the operation of its business at the Project, or (b) the use, condition, configuration or occupancy of the Premises, including the Building Systems (collectively, " Tenant's Compliance...

  • Page 151
    ... hazard for Tenant's employees, or otherwise materially and adversely affect Tenant's use of or access to the Premises. Landlord shall be permitted to include in Expenses any costs or expenses incurred by Landlord under this Article 25 to the extent not prohibited by the terms of Section 4.2.2 above...

  • Page 152
    ...release, spill or discharge. Within a reasonable time (not more than five (5) business...conditions or any clean-up, containment, restoration, removal or remediation of Tenant's Hazardous Substances (collectively, " Remedial Work ") is required under any applicable Laws as a result of the handling, use...

  • Page 153
    ...requires reporting,...terms, conditions, limitations, restrictions, standards, prohibitions, obligations, schedules, plans...releases of Hazardous Substances into ambient air, surface water, ground water or lands or otherwise relating to the manufacture, processing, distribution, use...the Resource ...

  • Page 154
    ... site conditions or Remedial Work as shall be required under applicable Environmental Laws. For purposes of this Lease, whenever the phrase "to Landlord's knowledge" or the "knowledge" of Landlord or words of similar import are used, they shall be deemed to mean and are limited to the current actual...

  • Page 155
    ... (the " Parking Facilities ") upon the terms and conditions contained in this Article 29 . In addition, although no such fees, charges, or legal restrictions are currently imposed or to Landlord's knowledge, threatened, (A) Tenant shall pay to Landlord any new fees, taxes or other charges imposed by...

  • Page 156
    ...If at any time any windows of ... automatically be released from, Tenant... and conditioned upon delivery...right, at its sole cost and expense, to record.... Subject to the terms of this Lease, Landlord...Application of Payments . Landlord shall have the right to apply payments received...used... obtain services, labor...

  • Page 157
    ...at no time during the Lease Term will be, (a) in violation of any Anti-Terrorism Law (defined below); (b) conducting any business or engaging in any transaction or dealing with any Prohibited Person (defined below), including the making or receiving of any contribution of funds, goods or services to...

  • Page 158
    ... by either party hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters arising out of or in any way connected with this Lease, Tenant's use or occupancy of the Premises and/or any claim of injury or damage, whether...

  • Page 159
    ...available under the Code of Civil Procedure and/or applicable... any agent or employee of such Affiliate in... Landlord shall pay all commissions and...use the name of the Project in advertising or other publicity or for any purpose other than as the address of the business... and any conditions imposed thereby...

  • Page 160
    ... applicable Law that are intended to manage parking, transportation or traffic in and around the Project and/or the Buildings, and, in connection therewith, Tenant shall take responsible action for planning and managing the transportation of all employees located at the Premises by working directly...

  • Page 161
    ... L IMITED P ARTNERSHIP , a Delaware limited partnership By: EOP OWNER GP L.L.C., a Delaware limited liability company, its general partner By: /s/ John Moe Name: John Moe Title: Managing Director TENANT : T ELE N AV , I NC ., a Delaware corporation By: Name: Title: /s/ HP Jin HP Jin CEO / President...

  • Page 162
    EXHIBIT A SUNNYVALE BUSINESS CENTER OUTLINE OF PREMISES 920, 930 & 950 DeGuigne Drive, Sunnyvale, CA

  • Page 163
    EXHIBIT B SUNNYVALE BUSINESS CENTER TENANT WORK LETTER This Tenant Work Letter (" Work Letter ") is an integral part of the Lease dated as of June 28, 2011 (" Lease "), by ... the terms and conditions set forth in this Section 1.1.2 , Tenant shall be entitled to request an additional one-time tenant ...

  • Page 164
    ... fact that such Plans are prepared during a period that the Buildings are unoccupied), including all direct architectural and/or engineering fees and expenses incurred in connection therewith; (i) all cost of work to place 950 DeGuigne in an unoccupied or shell condition; (j) all cost of fitting-out...

  • Page 165
    ... invoices or other supporting documentation for any other Allowance Items for which Tenant seeks reimbursement; (iv) executed conditional mechanic's lien releases from the Contractor and from its subcontractors and material suppliers of Contractor included in the Contractor's Application For Payment...

  • Page 166
    ...Work and to remedy any deficiencies in the Required Delivery Condition as provided in the Lease, Tenant shall be responsible for ensuring (x) that all elements of the design of the Tenant Plans comply with Law and are otherwise suitable for Tenant's use...applicable component thereof) within 3 business...

  • Page 167
    ... under the terms of the Lease, (c) does not provide current financial statements ...applicable, by Building, for use pursuant to Section 1.2.1 above (a " Schedule of Values "), of the final costs that will be or have been incurred in connection with the performance of the Tenant Improvement Work...

  • Page 168
    ... to Section 1.2.1 , times a fraction the numerator of which shall be the Over-Allowance Amount (including as the same may be applicable to the Tenant Improvement Work for any particular Building) and the denominator of which shall be the Budgeted Cost (as the same, if applicable, may relate to the...

  • Page 169
    ...the date of Landlord's default, [*****], together with reasonable supporting documentation for such costs. Any such maintenance or repair work performed by Tenant pursuant to this Section 4.5 shall be performed in accordance with the terms and conditions set forth in Article 8 of the Lease; provided...

  • Page 170
    ...applicable to the Landlord's Work received by Tenant in order restore and repair of Landlord's Work; 5.1.4 The Completion Estimate shall be prepared in consultation with Tenant's Contractor and shall constitute a reasonable estimate of the amount of time required, using standard working...cost...available...

  • Page 171
    ... Work that are applicable to Tenant's repair obligations under the Lease. For purposes hereof, " Landlord's CAD Format Requirements " shall mean (w) the version is no later than current Autodesk version of AutoCAD plus the most recent release version, (x) files must be unlocked and fully accessible...

  • Page 172
    ... to have occurred on the date Tenant (or, if applicable, a Transferee) commences business operations in such Building. 6.5 Excusable Delay . As used in the Lease, the term " Excusable Delay ", with respect to the Tenant Improvement Work, shall mean any actual delay in the Substantial Completion Date...

  • Page 173
    ...reduced for the period of time prior to the delivery of...develop a reasonable alternative means of performance within, in either case, two (2) business...not pay any or all of the Allowance when due pursuant to this Work Letter,...Tenant, then the parties shall use their diligent efforts to resolve ...

  • Page 174
    EXHIBIT B-1 SUNNYVALE BUSINESS CENTER LANDLORD'S WORK See Attached Exhibit B-1 1

  • Page 175
    Demo at 920 & 930 DeGuigne Buildings TeleNav (& LL) approved AAi drawings dated 5/26/11 (included on following pages): Exhibit B-1 2

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  • Page 180
    Storefront Upgrades Items below are from AAi drawings dated 6/3/11: KEYED NOTES 1 2 REPLACE EXISTING GLASS WITH PPG SOLARGRAY MONOLITHIC GLASS. REPLACE EXISTING MULLION CAPS WITH CLEAR ANOD. ALUM. MULLION CAPS. REPLACE EXISTING STOREFRONT ENTRANCE DOORS WITH CLEAR ANOD ALUM MEDIUM STILE ENTRANCE ...

  • Page 181
    ... Court Upgrades Basketball Court Upgrades - scope includes: re-striping of court in parking lot (area outlined in site plan below) & installation of two new basketball hoops. Volleyball Court Upgrades - scope includes: re-sanding of court (area outlined in site plan below) & installation of...

  • Page 182
    ... B-2 SUNNYVALE BUSINESS CENTER APPROVED SPACE PLAN The following attached floor plans: 1. 920 DeGuigne Drive - Floor Plan - First Floor, prepared by AAI Architecture and Design, Sheet A-101.1 (Final Space Plan Revision: 06.03.11), approved by Tenant on June 6, 2011 2. 920 DeGuigne Drive - Floor Plan...

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  • Page 189
    EXHIBIT B-3 SUNNYVALE BUSINESS CENTER LANDLORD'S CONSTRUCTION RULES See Attached Exhibit B-3 1

  • Page 190
    ... Business Center - 920, 930 & 950 De Guigne Drive, Sunnyvale, CA 94085 (EOP No. 11020) May 11, 2011 Building Contact Information Senior Property Manager: Helaine Adams Chief Engineer: Anthony Adams Phone: Fax: E-mail: Phone: Fax: E-mail: 408.487.4107 408.451.4450 Helaine [email protected]...

  • Page 191
    ...Lock Services, 2255 Middlefield Way, Mountain View, CA 94043 (650) 961-5544 Roofing: Mandatory use Environmental Roofing, 15015 Los Gatos Blvd., Los Gatos, CA 95032 (408) 358-5360 Security Access (Base Building): Mandatory use Prior to occupancy please contact Property Management HVAC: Mandatory use...

  • Page 192
    ...Office Building Standards for Sunnyvale Business Center - 920, 930 & 950 De Guigne Drive, Sunnyvale... ALL CONTRACTORS AND ALL SUBCONTRACTORS BEFORE ANY WORK COMMENCES AT THE PROJECT. IT IS UNDERSTOOD... WILL BE HELD JOINTLY AND SEVERALLY RESPONSIBLE FOR THE COST OF ANY CLEAN UP, CHANGES, OR OTHER LOSS,...

  • Page 193
    ... provides pricing for the work, the Building Standards shall apply for all new work unless otherwise directed by Equity Office. When the Architect provides Plans and Specifications, the Building Standards shall apply for all new work unless otherwise directed by Equity Office. For Mechanical...

  • Page 194
    ... Office prior to starting any job. Hot work Permit: • The use of Hot Work Permits will be enforced on all projects. All Hot Work will require a permit administered by the Chief Engineer of the building. Contractor is to review all requirements with Building Management prior to the start of work...

  • Page 195
    ...Design-Build" specifications are used, Equity Office will review, comment on and approve all design build plans and specifications provided by the...is located) if necessitated by the work. • • Inspection and Acceptance: Tenant Initiated Projects, and as applicable for Equity Office ...

  • Page 196
    ... Provide files in both (1) the latest addition of Autodesk version of AutoCAD in which the engineers and the designer and/or Architects are currently using plus (2) saved in the release of Autodesk version of AutoCAD which is currently being used by Equity Office. The Contractor is responsible to...

  • Page 197
    ... Office to be cut-and-patched in a visually unsatisfactory or otherwise objectionable manner. Provide materials for cut-and-patching which will result in equal-or-better work than work being cut-and-patched; in terms of performance characteristics and including visual effect where applicable. Use...

  • Page 198
    ... in Requirements: The following are move in requirements to follow when moving into an Equity Office building. Prior to move in, the Tenant's move in supervisor is required to meet with the Building Management to review scope of job All floors must have protection from damage due to carts or hand...

  • Page 199
    ...free and use low-VOC adhesives All millwork to conform with Woodwork Institute standards as follows Cabinets: Custom Grade Construction. Counters & splash: Premium... standards locations. Closet Pole & Shelf: • White melamine, edge banded shelf on Knape & Vogt #1195 shelf and rod supports with ...

  • Page 200
    ..., glazing being demolished shall be stored or disposed of at the direction of Building Management. Doors shall meet all requirements for accessibility including hardware and required door clearances. Should panic bar exit devices be required for a tenant's specific occupancy type, then that tenant...

  • Page 201
    ...APPLICATION. For paint grade doors only, NOT applicable...unlocked by key or by turning inside lever. Finish and...or electric current. Inside lever always free for ...immediate exit DC 24 volts, 0.35 amps. Finish and lever design per notes above. 12 MODEL D-Series, Cylindrical Lock, ND50PD (Office...

  • Page 202
    ... Way-...vendor will be specified by Equity Office for all cylinder installation and keying...be used without Building management's prior approval and work shall ...current codes. Contractor to replace damaged tile where occurs. Provide new tile as required to complete the ceiling; do not mix existing and new...

  • Page 203
    ...New grids to be level within 1/8" in 10' or as required by Code Compression struts and ceiling wires are to be installed as to not touch, rub, and lean against any other supports... Where ceilings in offices are left open to... shall be located as required ...available, HVAC duct layout drawings can be used...

  • Page 204
    ... Composite Tile For use in Break Rooms, Work Rooms, Storage Rooms and Tele/data/Server Rooms. Manufactured by Two (2) colors in pattern for kitchen/break room. One (1) color for other application. As selected by Architect, approved by Equity Office Installation: Quarter turned and installed per...

  • Page 205
    ... track assembly @ head attached to metal deck flutes (perpendicular condition) or 16 Gauge metal plates spanning a minimum of (2) flutes (parallel condition),... openings in walls per mechanical engineer's direction. Locate openings to avoid private offices, conference rooms or other rooms where sound...

  • Page 206
    ... certain conditions and will need the approval by Building Management Product used is to be Kelly Moore or Equal 1. Gypsum Board Substrate: (New Partitions)...in one continuous direction. Then apply finish coat in normal manner. Painter shall tint 2 nd coat to confirm 3 coat application Division 10 ...

  • Page 207
    ...located in cabinets, max. +48" to working parts and spaced per code with appropriate signage. • Fire Extinguisher Cabinet: As selected by Architect, and approved by Equity Office...: Must be compatible with the existing system Use Building service provider for consolation, design and installation of ...

  • Page 208
    ... Cooling/heating provided outside of normal business hours could result in a charge, which varies, for use after normal AC hours. Please see Building Management for current costs & procedures. Offices, rooms or computer/Server rooms that require 24X7 air conditioning shall have to install a separate...

  • Page 209
    ... of any new demising wall in order to provide proper working systems at ...used, when required, is to have fan located out of the conference room and shall be controlled by an occupancy sensor Kitchen exhaust fans, when required (to be determined by Building Management) are to have the fan accessible...

  • Page 210
    ...new equipment and/or systems are installed these space noise levels shall not be exceed. Enclosed Offices: Open Offices...U Factors and shading coefficients (SC) to be used when calculating the room and zone loads. When ...are closed when the zone is in direct sunlight. Assume blinds are open on north...

  • Page 211
    ... below unit. Heating fan coils will be located so that proper access (minimum 2'X2') can obtained to Controls, Fan, Piping, Valves and Filter access panels. Furniture cubes/partition plans need to be reviewed to allow for access to equipment locations. OSHA laws don't allow for personnel to stand...

  • Page 212
    22

  • Page 213
    ...and an Electronic version. See Division 1 for requirements Other Requirements Confirm with the Chief Engineer if the ceiling may be used as a ... is operating to its design condition. Provide complete start up, testing and commissioning report for acceptance by Equity Office. The entire HVAC system, ...

  • Page 214
    ... special conditions and will be approved only at the sole discretion of Equity Office Provide drain pans for water heaters and plumb to drain Ejector Pumps: • Submittal required by Contractor. For special circumstances only and only if accepted by local jurisdictions and Building Management. Note...

  • Page 215
    ... water drains. All supplemental air conditioning shall be electrically sub-metered with digital readout (by Division 16). When applicable or as stated in lease. EMS requirements shall be delineated by Building management. Contractors to confirm EMS requirements at time of bid proposal. Provide local...

  • Page 216
    ... of units. If an alternative is selected, submittals must be submitted to the Chief Engineer for review and approval. All units are to be seismically supported per applicable codes (UBC, UMC or applicable Local Codes). All units where ever possible are to be 480V/3 Ø Unit thermostats are to be...

  • Page 217
    ... piping must be introduced and piped to an applicable drainage point. 15800 Air Distribution Tie-in to base system requirements • HVAC contractor shall schedule with Building Management for shut down scheduling and review the scope of work to be performed. Ducts, general • • AH ductwork...

  • Page 218
    ...controls If a new controls system is proposed, submit to Equity Office for review and approval Thermostats shall be mounted at + 48" above finished floor adjacent to light switches to comply with accessibility requirements. Final location of thermostats subject to approval of Building Management. No...

  • Page 219
    ... components of general work. Provide UL listed and labeled products where applicable. Electrical components are recognized to include, but not by way of limitation, motors, motor starters, internal equipment wiring, integral control switches and similar electrical devices, electrical heating coils...

  • Page 220
    ... duplex outlets and one dual phone/data outlet, unless otherwise noted. Load Calculations • • Provide load calculation from transformer for any new panels, must be approved by Equity Office before install A 48 hour load test may be required by Building Management to determine actual load on...

  • Page 221
    ...used to connect light fixtures or suspended equipment where movement or removal is necessary. Modular wiring is acceptable (AFL or equal) where applicable and approved by Building Management...panel name or number. Contractor shall provide...directories are to be updated and all new or revised circuits ...

  • Page 222
    ... interval after normal business hours. All EMS work shall be coordinated with the chief engineer and included on the engineered electrical plans. All lighting and... and accent lights. Existing fixtures may be re-used/relocated and supplemented with new bldg. std. fixtures as required. Ballast and lamp...

  • Page 223
    ...used comply with the latest edition of the National Electrical Code and all other applicable... time during construction in which this communication cable work ... monuments Where Floor Phone/Data is provided, Contractor...current editions. Where the path to tele/data outlets requires a change of direction...

  • Page 224
    • 4' x 8' x 5/8" fire treated plywood, mounted above base, painted to match adjacent wall. Do not paint (1) fire label. 34

  • Page 225
    ...Directives. HVAC Balancing reports All CAD files shall meet the following requirements: • • files • • Files must be unlocked and fully accessible... current contact information for each. The Owner will not be obligated to process the Contractor's final pay application, nor to release retention...

  • Page 226
    ...SUNNYVALE BUSINESS CENTER NOTICE OF LEASE TERM DATES , 20 To: Re: Office Lease (the " Lease ") dated June 28, 2011, between CA-S UNNYVALE B USINESS C ENTER L IMITED P ARTNERSHIP , a Delaware limited partnership (" Landlord "), and T ELE N AV , I NC . , a Delaware corporation...number...after receiving it...

  • Page 227
    Agreed and Accepted as of , 201 . "Tenant": T ELE N AV , I NC ., a Delaware corporation By: Name: Title: Exhibit C 2

  • Page 228
    ... good condition and shall move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste being taken from the Premises (other than waste customarily removed by employees of the Premises) directly to the shipping platform at or about the time...

  • Page 229
    ...: Market Officer Phone: (650) 372-3500 Name of (Prospective) Tenant: T ELE N AV , I NC . , a Delaware corporation Mailing Address: Contact Person, Title and Telephone Number(s): Contact Person for Hazardous Waste Materials Management and Manifests and Telephone Number(s): Address of (Prospective...

  • Page 230
    Exhibit E 1

  • Page 231
    ... time; estimated annual throughput; the proposed location...numbers issued since the previous certificate. Yes 1 4.2 No 1 Has your company filed (or will you company file) a biennial or quarterly reports as a hazardous waste generator for the Premises? Existing tenants should describe any new reports...

  • Page 232
    Exhibit E 2

  • Page 233
    ... updates to the Management Plan or Business Plan. 7.2 Are any of the Hazardous Substances, and in particular chemicals, proposed to be used in your operations in, on or about the Premises listed or regulated under Proposition 65? Existing tenants should indicate whether or not there are any new...

  • Page 234
    3

  • Page 235
    ..., any lawsuits against your company regarding any environmental or health...new permits and licenses as well as any renewals of permits or licenses previously issued. As used herein, "Hazardous Substances" and "Environmental Laws" shall have the meanings given to such terms...updated from time to time...

  • Page 236
    Tenant hereby certifies, represents and warrants that the information contained in this certificate is true and correct. (PROSPECTIVE) TENANT: T ELE N AV , I NC ., a Delaware corporation By: Title: Exhibit E 5

  • Page 237
    ...SUNNYVALE BUSINESS CENTER ADDITIONAL PROVISIONS Capitalized terms used in this Exhibit not otherwise defined herein shall have the meaning given such terms... otherwise modified from time to time, an " Existing... directly ...received in connection with any liability or loss of rental value or business...

  • Page 238
    ...the scheduled expiration date of the Term, as it may be extended from time to time or in lieu thereof, shall...as a condition to accepting letters of credit in support of new leases. Any new Letter of ... accordance with the terms of this Section 2 (the " LC Proceeds Account "). C. Use of Proceeds by ...

  • Page 239
    ...pay or reimburse under this Lease or under applicable...Letter of Credit received by Landlord ...use, application ...term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely...

  • Page 240
    ...Tenant of such transfer and the name, address and phone number of the transferee, and upon assumption by ...sole cost and expense, execute and submit to the issuing or confirming financial institution such applications,...than one (1) time in any twelve (12) month period, Landlord shall pay the financial ...

  • Page 241
    ... Front Street, 21 st Floor San Francisco, CA. 94111 Phone: 1(800) 798-2815 Option 1E-Mail: [email protected] IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER Issue Date: BENEFICIARY: CA-SUNNYVALE BUSINESS CENTER LIMITED PARTNERSHIP c/o Equity Office 2655 Campus Drive, Suite 100 San Mateo, CA 94403...

  • Page 242
    with any transfer of this Letter of Credit are for the Applicant's account. Exhibit F-1 1

  • Page 243
    ...office located at One front Street, 21 st Floor MAC A0195-212, San Francisco, CA. 94111, Attention: US Trade Services-Standby Letters of Credit on or before the above stated expiry date, or any extended expiry date if applicable. This Irrevocable Standby Letter of Credit sets forth in full the terms...

  • Page 244
    ...ADDRESS] ATTN: RE: NO. GENTLEMEN: FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO: (NAME OF TRANSFEREE) (ADDRESS) ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE... ARE TO BE ADVISED DIRECT TO THE TRANSFEREE WITHOUT ...

  • Page 245
    EXHIBIT G SUNNYVALE BUSINESS CENTER FORM OF SNDA See Attached Exhibit G 1

  • Page 246
    ... (defined below) and TeleNav, Inc., a Delaware corporation, having an address at 1130 Kifer Rd., Sunnyvale, CA 94086, Attn: General Counsel (hereinafter called " Tenant "). RECITALS: WHEREAS, by a Lease Agreement dated as of June 28, 2011 (the " Lease "), between CA-Sunnyvale Business Center Limited...

  • Page 247
    ...so long as no action is brought against Tenant to cut off, ... and pay to Lender, or pay in accordance with the directions of ... a direct lease between Successor-Landlord and Tenant upon all terms, conditions and ...cure by performing a service or making a repair...the Premises, tenant work letters and/or ...

  • Page 248
    ...pay the Allowance (as defined in the Lease) in accordance with the terms of the Lease (as to Landlord's failure to pay... days after Lender receives such notice, to...time as is reasonably necessary for Lender to gain such entry, using due diligence. To the extent Lender incurs any expenses or other costs...

  • Page 249
    ... the benefits of, and to receive and enforce performance of, all ...Successor-Landlord is hereby released or relieved of any... by, and fully in accordance with, applicable law and/or the Lease, Tenant shall...conditions of the Lease requiring performance by Landlord, and Lender shall have a reasonable time...

  • Page 250
    ... sent by nationally recognized overnight delivery service (such as Federal Express or United States Postal Service Express Mail), addressed as follows: to Tenant, at the following address: Before the Lease Commencement Date: TeleNav, Inc. 1130 Kifer Rd. Sunnyvale, CA 94086 Attn: General Counsel From...

  • Page 251
    ... current actual knowledge there exists no default (beyond any applicable...time to time, reasonably requested by Lender (but not more than one (1) times during any calendar year), Tenant shall execute and deliver to or at the direction...located. [The remainder of this page is left intentionally blank.] 6

  • Page 252
    ...of America, N.A., as Servicer By: Name: Title: TENANT TELENAV, INC., a Delaware corporation By: Name: Title: AGREED AND CONSENTED TO: LANDLORD: CA-SUNNYVALE BUSINESS CENTER LIMITED PARTNERSHIP, a Delaware limited partnership By: EOP Owner GP, L.L.C., a Delaware limited liability company, its general...

  • Page 253
    ...) day of in the year 2011 before me, the undersigned, a notary public in and for said state, personally appeared , the of Bank of America, N.A., as Servicer for Wells Fargo Bank, N.A., as Trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-through...

  • Page 254
    STATE OF ) ) ss. COUNTY OF ) day of in the year 2011 before me, the undersigned, a notary public in and for said state, personally appeared , the of , personally known to me or proved to me on the ...

  • Page 255
    SCHEDULE A Legal Description of Property All that real property situated in the City of Sunnyvale, County of Santa Clara, State of California, more particularly described as follows: ALL OF PARCEL 1 AS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP BEING A PORTION OF PARCELS "A" AND "B" AS SHOWN ON ...

  • Page 256
    EXHIBIT H SUNNYVALE BUSINESS CENTER SIGNAGE STANDARDS See Attached Exhibit H 1

  • Page 257
    Tenant Signage Specs at Sunnyvale Business Center 920, 930 & 950 DeGuigne Drive, Sunnyvale Site Plan with Signage Locations

  • Page 258
    Monument Sign Specs Existing Main Monument

  • Page 259
    ... Zurich XCn BT abcdefghijklmnopqrstuvwxyz ABCDEFGHIJKLMNOPQRSTUVWXYZ 1234567890 Zurich LtXCn BT abcdefghijklmnopqrstuvwxyz ABCDEFGHIJKLMNOPQRSTUVWXYZ 1234567890 Other Logo Color Scheme Aluminum painted MAP Super Sparkle Silver Aluminum painted MAP Matte Black, or Copy in Matte Black Symbols

  • Page 260
    On-Building Signage Tenant allotted one on-building sign for either 930 or 950 DeGuigne, as outlined below. Sign Type B = Proposed Attached Tenant ID Sign - 950 De Guigne Sign Type B = Proposed Attached Tenant ID Sign - 930 De Guigne

  • Page 261
    On-Building Sign Design Specs: Allowable square footage for skyline signs: 1 square foot of signage per 1 foot of linear building frontage with a maximum of 300 square feet total.

  • Page 262
    EXHIBIT I-1 SUNNYVALE BUSINESS CENTER MEMORANDUM OF LEASE See Attached Exhibit I

  • Page 263
    ... Drive and 950 DeGuigne Drive, Sunnyvale, California (the " Premises "), pursuant to the terms and conditions of that certain unrecorded Office Lease (the " Lease ") dated as of June 28, 2011, between Landlord and Tenant. The land on which the Building is located is described on Exhibit "1" attached...

  • Page 264
    ... B USINESS C ENTER L IMITED P ARTNERSHIP , a Delaware limited partnership By: EOP OWNER GP L.L.C., a Delaware limited liability company, its general partner By: Name: Title: TENANT: T ELENAV , I NC . , a Delaware Corporation By: Name: Title: [chairman, president or vice-president] By: Name: Title...

  • Page 265
    ... DESCRIPTION All that real property situated in the City of Sunnyvale, County of Santa Clara, State of California, more particularly described as follows: ALL OF PARCEL 1 AS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP BEING A PORTION OF PARCELS "A" AND "B" AS SHOWN ON PARCEL MAP RECORDED IN BOOK...

  • Page 266
    ... is true and correct. WITNESS my hand and official seal. Notary Public CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC STATE OF CALIFORNIA COUNTY OF SANTA CLARA ) ) ss ) (Seal) On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the...

  • Page 267
    CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC STATE OF C.ALIFORNIA COUNTY OF SANTA CLARA ) ) ss ) On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/...

  • Page 268
    EXHIBIT I-2 SUNNYVALE BUSINESS CENTER QUITCLAIM DEED See Attached Exhibit I

  • Page 269
    ... corporation (" Transferor "), does hereby REMISE, RELEASE AND QUITCLAIM all of Transferor's right, title and interest in and to, or any right, title and interest claimed by, under or through Transferor to, that certain real property located in the City of Sunnyvale, County of Santa Clara, State...

  • Page 270
    Executed as of TRANSFEROR: , 20 . TELENAV, INC., a Delaware corporation By: Name: Title: By: Name: Title: 2

  • Page 271
    ... DESCRIPTION All that real property situated in the City of Sunnyvale, County of Santa Clara, State of California, more particularly described as follows: ALL OF PARCEL 1 AS SHOWN ON THAT CERTAIN MAP ENTITLED "PARCEL MAP BEING A PORTION OF PARCELS "A" AND "B" AS SHOWN ON PARCEL MAP RECORDED IN BOOK...

  • Page 272
    ...true and correct. WITNESS my hand and official seal. (Seal) Notary Public CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC STATE OF CALIFORNIA COUNTY OF SANTA CLARA ) ) ss ) On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person...

  • Page 273
    ... as granted in a document. Granted to: Purpose: Recorded: Affects: Pacific Gas and Electric Company and Pacific Bell, a California Corporation Construct, reconstruct, install, inspect, maintain, replace, remove and use facilities November 6, 1989, Book L157, Page 480, of Official Records As follows...

  • Page 274
    ... rights incidental thereto as granted in a document. Granted to: Purpose: Recorded: Affects: Pacific Gas and Electric Company To construct, reconstruct, install, inspect, maintain, replace, remove and use facilities January 2, 1992, Book L993, Page 1531, of Official Records The strips of land of the...

  • Page 275
    Exhibit 21.1 SUBSIDIARIES OF TELENAV, INC. TeleNav Shanghai Inc. (PRC) TeleNav Xi'an Software Limited (PRC) TeleNav Hong Kong, Limited (Hong Kong) TELENAV DO BRASIL SERVIÇOS DE LOCALIZAÇÃO LTDA (Brazil) TeleNav UK Limited (U.K.) TNAV G Acquisition Corp. (U.S.)

  • Page 276
    ... 2009 Equity Incentive Plan of TeleNav, Inc. of our reports dated September 9, 2011, with respect to the consolidated financial statements and schedule of TeleNav, Inc. and the effectiveness of internal control over financial reporting of TeleNav, Inc. included in this Annual Report (Form 10-K) for...

  • Page 277
    ...THE PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dr. HP Jin, certify that: 1. 2. I have reviewed this annual report on Form 10-K of TeleNav, Inc.; Based on my knowledge...

  • Page 278
    ....2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Douglas Miller, certify that: 1. 2. I have reviewed this annual report on Form 10-K of TeleNav, Inc.; Based on my...

  • Page 279
    ...Dr. HP Jin, the chief executive officer of TeleNav, Inc. (the "Company"), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the fiscal year...

  • Page 280
    ... Douglas Miller, the chief financial officer of TeleNav, Inc. (the "Company"), certify for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the fiscal...