I ROBBINS GELLER RUDMAN & DOWD LLP DANIEL J....

Case3:10-cv-03942-SC Document27 Filed07/15/11 Page1 of 73

I ROBBINS GELLER RUDMAN& DOWD LLP

2 SHAWN A. WILLIAMS (213113)DANIEL J. PFEFFERBAUM (248631)

3 Post Montgomery CenterOne Montgomery Street, Suite 1800

4 San Francisco, CA 94104Telephone: 4151288-4545

5 415/288-4534 (fax)[email protected]

6 [email protected]—and-

7 JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)

8 655 West Broadway, Suite 1900Can_DiEgo CA 92101

9 Telephone: 619/231-1058619/231-7423 (fax)

10 [email protected]@rgrdlaw.com

ILead Counsel for Plaintiff

12[Additional counsel appear on signature page.]

13UNITED STATES DISTRICT COURT

14NORTHERN DISTRICT OF CALIFORNIA

15DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SC

16 All Others Similarly Situated, }} CLASS ACTION

17 Plaintiff, )} STIPULATION OF SETTLEMENT

18 vs. )

19 TELENAV, INC., et al., )

20 Defendants. )

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634274_4


1 This Stipulation of Settlement dated as of July 15, 2011 (the "Stipulation"), is made and

2 entered into by and among the following Settling Parties (as defined further in Section IV hereof) to

3 the above-entitled action (the "Action"): (i) Lead Plaintiff David Smith (on behalf of himself and

4 each of the Class Members), by and through his counsel of record in the Action; and (ii) Defendants

5 TeleNav, Inc. ("TeleNav" or the "Company"), H.P. Jin, Douglas S. Miller, Shawn Carolan, Samuel

6 Chen, Hon Jane Chiu, Soo Boon Koh, Joseph M. Zaelit, J.P. Morgan Securities LLC (formerly

7 known as J.P. Morgan Securities, Inc.) and Deutsche Bank Securities, Inc., by and through their

8 counsel of record in the Action. The Stipulation is intended by the Settling Parties to fully, finally,

9 and forever resolve, discharge, and settle the Released Claims (as defined herein), subject upon and

10 to the approval of the Court and the terms and conditions set forth in this Stipulation.

11 I. THE LITIGATION

12 On September 2, 2010, plaintiff David Smith filed in the United States District Court for the

13 Northern District of California a complaint styled Smith v. TeleNav, Inc., et al., No. 10-cv-03942-

14 SC. By Court Order dated February 3, 2011, plaintiff David Smith was appointed Lead Plaintiff and

15 Robbins Geller Rudman & Dowd LLP was appointed Lead Counsel. On March 21, 2011, Lead

16 Plaintiff filed his Amended Complaint for Violation of the Federal Securities Laws alleging false

17 and misleading statements and omissions in TeleNav's Registration Statement and Prospectus issued

18 in connection with its May 13, 2010 initial public offering ("IPO"). Defendants filed their motion to

19 dismiss Lead Plaintiff's amended complaint on May 4 and May 5, 2011.

20 On May 18, 2011, the parties participated in mediation with the Honorable Layn R. Phillips

21 (Ret.) presiding. After the May 18, 2011 mediation, the Settling Parties continued settlement

22 negotiations with the assistance of Judge Phillips. As a result of those negotiations, on May 31,

23 2011, the parties reached an agreement-in-principle to resolve this Action. Subsequently, the

24 Settling Parties continued negotiations resulting in the terms and conditions set forth in this

25 Stipulation.

26 II. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

27 Defendants, individually and collectively, have denied and continue to deny each and all of

28 the claims alleged by Lead Plaintiff in the Action. Defendants expressly have denied and continue to

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I deny all charges of wrongdoing or liability against them arising out of any of the conduct,

2 statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants

3 also have denied and continue to deny, among other allegations, the allegations that the Lead

4 Plaintiff or the CIass have suffered any damage, that the price of TeIeNav common stock was

5 artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the

6 Lead PIaintiff or the Class were harmed by the conduct alleged in the Action. Defendants believe

7 that the evidence developed to date supports their position that they acted properly at all times and

8 that the Action is without merit.

9 Nonetheless, Defendants have concluded that further conduct of the Action would be

10 protracted and expensive, and that it is desirable that the Action be fully and finally settled in the

11 manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken

12 into account the uncertainty and risks inherent in any litigation, especially in complex cases like the

13 Action. Defendants have, therefore, determined that it is desirable and beneficial to them that the

14 Action be settled in the manner and upon the terms and conditions set forth in this Stipulation.

15 III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OFSETTLEMENT

16The Lead Plaintiff believes that the claims asserted in the Action have merit and that the

17evidence developed to date supports the claims. However, Lead Plaintiff and his counsel recognize

18and acknowledge the expense and length of continued proceedings necessary to prosecute the Action

19against Defendants through trial and through appeals. Lead Plaintiff and his counsel also have taken

20into account the uncertain outcome and the risk of any litigation, especially in complex actions such

21as the Action, as well as the difficulties and delays inherent in such litigation. Lead Plaintiff and his

22counsel also are mindful of the inherent problems of proof, and possible defenses to the securities

23law violations asserted in the Action. Lead Plaintiff and his counsel believe that the settlement set

24forth in the Stipulation confers substantial benefits upon the Class. Based on their evaluation, Lead

25Plaintiff and his counsel have determined that the settlement set forth in the Stipulation is in the best

26interests of the Class.

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1 IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

2 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the

3 Lead Plaintiff (for himself and the Class Members) and the Defendants, by and through their

4 respective counsel or attorneys of record, that, subject to the approval of the Court, the Action and

5 the Released Claims, and all matters encompassed within the scope of the releases set forth or

6 referenced in this Stipulation shall be finally, fully, and forever compromised, settled, and released,

7 and the Action shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the

8 terms and conditions of the Stipulation, as follows.

9 1. Definitions

10 As used in the Stipulation the following terms have the meanings specified below:

11 1.1 "Authorized Claimant" means any Class Member whose claim for recovery has been

12 allowed pursuant to the terms of the Stipulation.

13 1.2 "Claims Administrator" means the firm of Gilardi & Co. LLC.

141.3 "Class" means all Persons (other than those Persons who timely and validly request

1516 exclusion from the Class) who purchased TeleNav common stock pursuant to and/or traceable to the

17 Company's IPO on or about May 13, 2010 through September 2, 2010, inclusive. Excluded from

18 the Class are Defendants, members of the immediate family of the Individual Defendants, the

19 directors, officers, subsidiaries, and affiliates of TeleNav and the Underwriter Defendants, any

20 person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant

21has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or

22assigns of any such excluded person.

23

241.4 "Class Member" or "Member of the Class" mean a Person who falls within the

25 definition of the Class as set forth in ¶1.3 above.

26 1.5 "Class Period" means the period commencing on or about May 13, 2010 through

27 September 2, 2010, inclusive.

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1 1.6 "Defendants" means TeleNav, H.P. Tin, Douglas S. Miller, Shawn Carolan, Samuel

2 Chen, Hon Jane Chiu, Soo Boon Koh, Joseph M. Zaelit, J.P. Morgan Securities LLC (formerly

3 known as J.P. Morgan Securities, Inc.) and Deutsche Bank Securities, Inc.

4

1.7 "Effective Date," or the date upon which this settlement becomes "effective," means56 three (3) business days after the date by which all of the events and conditions specified in 17.1 of

7 the Stipulation have been met and have occurred.

g 1.8 "Escrow Agent" means the law firm of Robbins Geller Rudman & Dowd LLP or its

9 successor(s).

10 1.9 "Final" means when the last of the following with respect to the Judgment approving

11the Stipulation, substantially in the form of Exhibit B attached hereto, shall occur: (i) the expiration

12of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure

1314 59(e) without any such motion having been filed or, if such a motion is filed, the Judgment is not

15 altered or amended; (ii) the time in which to appeal the Judgment has passed without any appeal

16 having been taken; and (iii) if an appeal is taken, immediately after (a) the date of final dismissal of

17 any appeal or the final dismissal of any proceeding on certiorari, or (b) the date of affirmance of the

18 Judgment on appeal and the expiration of time for any further judicial review whether by appeal,

19reconsideration or a petition for a writ of certiorari and, if certiorai is granted, the date of final

2021 affirmance of the Judgment following review pursuant to the grant. For purposes of this paragraph,

22 an "appeal" shall include any petition for a writ of certiorari or other writ that may be filed in

23 connection with approval or disapproval of this settlement, but shall not include any appeal which

24 concerns only the issue of attorneys' fees and expenses, the Plan of Allocation of the Settlement

25 Fund, as hereinafter defined, or the procedures for determining Authorized Claimants' recognized

26 claims and any such appeal shall not in any way delay or affect the time set forth above for the

27Judgment to become Final, or otherwise preclude the Judgment from becoming Final.

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1 1.10 "Individual Defendants" means H.P. Jin, Douglas S. Miller, Shawn Carolan, Samuel

2 Chen, Hon Jane Chiu, Soo Boon Koh, and Joseph M. Zaelit.

3 1.11 "Judgment" means the Final Judgment and Order of Dismissal with Prejudice to be

4rendered by the Court, substantially in the form attached hereto as Exhibit B.

5

61.12 "Lead Counsel" means Robbins Geller Rudman & Dowd LLP, John J. Rice, Jeffrey

7 D. Light, 655 West Broadway, Suite 1900, San Diego, CA 92101; and Robbins Geller Rudman &

8 Dowd LLP, Shawn A. Williams, Daniel J. Pfefferbaum, Post Montgomery Center, One Montgomery

9 Street, Suite 1800, San Francisco, CA 94104.

10 1.13 "Lead Plaintiff' means David Smith.

111.14 "Net Settlement Fund" means the Settlement Fund less (i) any Court awarded

12attorneys' fees, costs, and expenses; (ii) any Court approved award to Lead Plaintiff; (iii) notice and

1314 administration costs; (iv) Taxes and Tax Expenses; and (v) other Court-approved deductions.

15 1.15 "Person" means an individual, corporation, partnership, limited partnership,

16 association, joint stock company, joint venture, limited liability company, professional corporation,

17 estate, legal representative, trust, unincorporated association, government or any political

18 subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors,

19successors, representatives, or assignees.

201.16 "Plaintiff s Counsel" means any counsel who has appeared for Lead Plaintiff in the

2122 Action.

23 1.17 "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund

24 whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses

25 of notice and administration of the settlement, Taxes and Tax Expenses, and such attorneys' fees,

26 costs, expenses, and interest, as well as Lead Plaintiff s expenses, if any, as may be awarded by the

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1 Court. Any Plan of Allocation is not part of the Stipulation and neither Defendants nor their Related

2 Parties shall have any responsibility or liability with respect thereto.

3 1.18 "Related Parties" means each of a Defendant's past or present directors, officers,

4employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys,

56 accountants or auditors, personal or legal representatives, predecessors, successors, parents,

7 subsidiaries, divisions, joint ventures, agents, assigns, spouses, heirs, executors, estates,

g administrators, related or affiliated entities, any entity in which a Defendant has a controlling

9 interest, any members of any Individual Defendant's immediate family, or any trust of which any

10 Individual Defendant is the settlor or which is for the benefit of any Individual Defendant's family.

I 11.19 "Released Claims" means any and all claims, debts, demands, rights, liabilities, and

12causes of action of every nature and description whatsoever (including, but not limited to, any claims

1314 for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or

15 liability whatsoever), whether based on federal, state, local, statutory or common law or any other

16 law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or

17 unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising

18 under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, or claims arising under Sections

1910(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence, gross negligence,

20breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class

2122 or individual in nature, including both known claims and Unknown Claims (as defined below),

23 whether or not concealed or hidden that (i) have been asserted in this Action by the Lead Plaintiff

24 against any of the Released Persons (as defined below), or (ii) could have been asserted in the Action

25 or any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons

26 which arise out of or are based upon or related in any way to the allegations, transactions, facts,

27matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,

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1 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's

2 IPO during the Class Period,

3 1.20 "Released Persons" means each and all of the Defendants and their Related Parties.

41.21 "Settlement Amount" means Three Million Eight Hundred. Thousand Dollars

56 ($3,800,000) in cash to be paid by wire transfer to the Escrow Agent pursuant to ¶2.1 of this

7 Stipulation.

8 1.22 "Settlement Fund" means the Settlement Amount plus all interest and accretions

9 thereto and which may be reduced by payments or deductions as provided herein or by Court order.

10 1.23 "Settling Parties" means, collectively, the Defendants and the Lead Plaintiff on behalf

11 of the Class.12

1.24 "TeleNav" or the "Company" mean TeleNav, Inc.13

141.25 "Underwriter Defendants" means J.P. Morgan Securities LLC (formerly known as

15 J.P. Morgan Securities, Inc.) and Deutsche Sank Securities, Inc.

16 1.26 "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class

17 Member does not know or suspect to exist in his, her, or its favor at the time of the release of the

18 Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement

19with and release of the Released Persons, or might have affected his, her, or its decisions with

20respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate

2122 and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each

23 of the Class Members shall be deemed to have, and by operation of the Judgment shall have,

24 expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code

25 § 1542, which provides:

26A general release does not extend to claims which the creditor does not

27 know or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or her

28 settlement with the debtor.

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1 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed

2 to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all

3 provisions, rights, and benefits conferred by any law of any state or territory of the United States, or

4 principle of common law, which is similar, comparable or equivalent to California Civil Code

5 § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different

6 from those which he, she, or it now knows or believes to be true with respect to the subject matter of

7 the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and

8 forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have,

9 and by operation of the Judgment shall have, fully, finally, and forever settled and released any and

10 all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,

11 whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of

12 law or equity now existing or coming into existence in the future, including, but not limited to,

13 conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,

14 without regard to the subsequent discovery or existence of such different or additional facts. Lead

15 Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to

16 have acknowledged, that the foregoing waiver was separately bargained for and a key element of the

17 settlement of which this release is a part.

18 2. The Settlement

19 a. The Settlement Fund

20 2.1 TeleNav shall pay or cause to be paid the principal amount of $3,800,000 to the

21 Escrow Agent no later than ten (10) business days after preliminary approval of the settlement by the

22 Court. Any amounts not timely paid to the Escrow Account will bear interest at the rate of 10% until

23paid. If the entire Settlement Amount is not timely transferred to the Escrow Agent, Lead Counsel

2425 may terminate the settlement only if (i) Lead Counsel has notified Defendants' counsel in writing of

26 Lead Counsel's intention to terminate the settlement, and (ii) the entire Settlement Amount is not

27 transferred to the Escrow Agent within ten (10) days after Lead Counsel has provided such written

28 notice.



1 b. The Escrow Agent

2 2.2 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1

3 hereof in short term United States Agency or Treasury Securities or other instruments backed by the

4 Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the

5United States Government or an Agency thereof and shall reinvest the proceeds of these instruments

67 as they mature in similar instruments at their then-current market rates. All risks related to the

8 investment of the Settlement Fund in accordance with the investment guidelines set forth in this

9 paragraph shall be borne by the Settlement Fund and the Released Persons shall have no

10 responsibility for, interest in, or liability whatsoever with respect to investment decisions or the

11 actions of the Escrow Agent, or any transactions executed by the Escrow Agent.

122.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in the

13Stipulation, by an order of the Court, or with the written agreement of counsel for Defendants.

14

152.4 Subject to further order(s) and/or directions as may be made by the Court, or as

16 provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are

17 consistent with the terms of the Stipulation.

18 2.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia

19 legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such

20funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.

21

2.6 Without further order of the Court, the Settlement Fund may be used by Lead Counsel2223 to pay reasonable costs and expenses actually incurred in connection with providing notice to the

24 Class, locating Class Members, soliciting claims, assisting with the filing of claims, administering

25 and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and

26 Release forms, and paying escrow fees and costs, if any. In no event shall Defendants have any

27

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1 responsibility for or liability with respect to the Escrow Agent or its actions, the Settlement Fund, or

2 the administration of the Settlement Fund.

3C. Taxes

4 2.7 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund

5as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. § 1.468B-1. In

67 addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out

8 the provisions of this 12.7, including the "relation-back election" (as defined in Treas. Reg. § 1.468B-

9 1) back to the earliest permitted date. Such elections shall be made in compliance with the

10 procedures and requirements contained in such regulations. It shall be the responsibility of the

11 Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature

12by all necessary parties, and thereafter to cause the appropriate fling to occur.

13(b) For the purpose of § 1.468B of the Internal Revenue Code of 1986, as

14amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow

15Agent. The Escrow Agent shall timely and properly file all informational and other tax returns

16necessary or advisable with respect to the Settlement Fund (including, without limitation, the returns

17described in Treas. Reg. § 1.468B-2(k)). Such returns (as well as the election described in 12.7(a)

18hereof) shall be consistent with this 12.7 and in all events shall reflect that all Taxes (including any

19estimated Taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out

20of the Settlement Fund as provided in 123(c) hereof.

21(c) All (a) Taxes (including any estimated Taxes, interest or penalties)

22arising with respect to the income earned by the Settlement Fund, including any Taxes or tax

23detriments that may be imposed upon the Defendants or their counsel with respect to any income

24earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a

25"qualified settlement fund" for federal or state income tax purposes ("Taxes"), and (b) expenses and

26costs incurred in connection with the operation and implementation of this ¶2.7 (including, without

27limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and

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1 expenses relating to filing (or failing to file) the returns described in this 12.7) ("Tax Expenses"),

2 shall be paid out of the Settlement Fund; in all events the Defendants and their counsel shall have no

3 liability or responsibility for the Taxes or the Tax Expenses. The Escrow Agent, through the

4 Settlement Fund, shall indemnify and hold each of the Defendants and their counsel harmless for

5 Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such

6 indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost

7 of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the

8 Settlement Fund without prior order from the Court and the Escrow Agent shall be authorized

9 (notwithstanding anything herein to the contrary) to withhold from distribution to Authorized

10 Claimants any funds necessary to pay such amounts, including the establishment of adequate

11 reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be

12 withheld under Treas. Reg. §1.468B-2(l)(2)); neither the Defendants nor their counsel are

13 responsible nor shall they have any liability for any Taxes or Tax Expenses. The parties hereto agree

14 to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent

15 reasonably necessary to carry out the provisions of this 12.7.

16 d. Termination of Settlement

17 2.8 In the event that the Stipulation is not approved or the Stipulation is terminated,

18 canceled, or fails to become effective for any reason, the Settlement Fund (including accrued

19 interest) less expenses paid, incurred or due and owing in connection with the settlement provided

20for herein, shall be refunded pursuant to written instructions from counsel to the Defendants (in

2122 accordance with ¶7.4 herein).

23 3. Preliminary Approval Order and Settlement Hearing

24 3.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the

25 Stipulation together with its Exhibits to the Court and shall apply for entry of an order on the earliest

26 available date (the "Preliminary Approval Order"), substantially in the form of Exhibit A attached

27 hereto, requesting, inter alia, the preliminary approval of the settlement set forth in the Stipulation,

28

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1 and approval for the mailing of a settlement notice (the "Notice") and publication of a summary

2 notice, substantially in the forms of Exhibits A- 1 and A-3 attached hereto. The Notice shall include

3 the general terms of the settlement set forth in the Stipulation, the proposed Plan of Allocation, the

4general terms of the Fee and Expense Application, as defined in ¶6.1 hereof, and the date of the

56 Settlement Hearing as defined below.

7 3.2 Lead Counsel shall request that after notice is given, the Court hold a hearing (the

g "Settlement Hearing") and approve the settlement of the Action as set forth herein. At or after the

9 Settlement Hearing, Lead Counsel also will request that the Court approve the proposed Plan of

10 Allocation and the Fee and Expense Application.

11

4. Releases12 4.1 Upon the Effective Date, as defined in 11.7 hereof, the Lead Plaintiff and each and

13every Class Member shall be deemed to have, and by operation of the Judgment shall have, fully,

1415 finally, and forever waived, released, relinquished, discharged, and dismissed each and every one of

16 the Released Claims against each and every one of the Released Persons, whether or not such Class

17 Member executes and delivers the Proof of Claim and Release, and whether or not such Class

18 Member shares in the Settlement Fund.

19 4.2 Upon the Effective Date, as defined in ¶1.7 hereof, each and every Class Member and

20anyone claiming through or on behalf of any of them, will be forever barred and enjoined from

21commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in

2223 any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released

24 Claims against any of the Released Persons.

25 4.3 Upon the Effective Date, as defined in ¶1.7 hereof, each of the Released Persons shall

26 be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released,

27 relinquished, and discharged Lead Plaintiff, each and all of the Class Members, Lead Counsel, and

28



1 Plaintiffs Counsel from all claims (including Unknown Claims) arising out of, relating to, or in

2 connection with the institution, prosecution, assertion, settlement or resolution of the Action or the

3 Released Claims.

4

5. Administration and Calculation of Claims, Final Awards, and5 Supervision and Distribution of the Settlement Fund

6 5.1 The Claims Administrator, subject to such supervision and direction of the Court as

7 may be necessary or as circumstances may require, shall administer and calculate the claims

8 submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized

9Claimants.

10

5.2 The Settlement Fund shall be applied as follows:1112 (a) to pay all the costs and expenses reasonably and actually incurred in

13 connection with providing notice, locating Class Members, soliciting Class claims, assisting with the

14 filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants,

15 processing Proof of Claim and Release forms, and paying escrow fees and costs, if any;

16 (b) to pay the Taxes and Tax Expenses described in X2.7 hereof;

17(c) after entry of the Judgment, to pay Lead Counsel attorneys' fees and expenses

18 (the "Fee and Expense Award"), if and to the extent allowed by the Court; and

19 (d) after the Effective Date, to distribute the balance of the Settlement Fund (the

20 Net Settlement Fund") to Authorized Claimants as allowed by the Stipulation, the Plan of

21 Allocation, or the Court.

22 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan

23of Allocation, or such further approval and further order(s) of the Court as may be necessary or as

2425 circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants,

26 subject to and in accordance with the following.

27 5.4 Within ninety (90) days after the mailing of the Notice or such other time as may be

28 set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to

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1 the Claims Administrator a completed Proof of Claim and Release, substantially in the form of

2 Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are

3 specified in the Proof of Claim and Release.

4

5.5 Except as otherwise ordered by the Court, all Class Members who fail to timely56 submit a valid Proof of Claim and Release within such period, or such other period as may be

7 ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments

g pursuant to the Stipulation and the settlement set forth herein, but will in all other respects be subject

9 to and bound by the provisions of the Stipulation, the releases contained herein, and the Judgment,

10 Notwithstanding the foregoing, Lead Counsel shall have the discretion to accept late-submitted

11 claims for processing by the Claims Administrator so long as the distribution of the Settlement Fund12

is not materially delayed thereby.13

145.6 The Net Settlement Fund shall be distributed to the Authorized Claimants

15 substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the

16 Court. if there is any balance remaining in the Net Settlement Fund after six (6) months from the

17 initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed

18 checks or otherwise), Lead Counsel shall, if feasible, reallocate such balance among Authorized

19Claimants in an equitable and economic fashion. Thereafter, any balance which still remains in the

2021 Net Settlement Fund shall be donated to an appropriate non-profit organization.

22 5.7 The Defendants and their Related Parties shall have no responsibility for, interest in,

23 or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of

24 Allocation, the determination, administration, or calculation of claims, the payment or withholding

25 of Taxes, or any losses incurred in connection therewith. No Person shall have any claim of any

26 kind against the Defendants or their Related Parties with respect to the matters set forth in IT5.1-5.927

hereof, and the Class Members, the Lead Plaintiff, and Lead Counsel release the Defendants and28



1 their Related Parties from any and all liability and claims arising from or with respect to the

2 investment or distribution of the Settlement Fund.

3 5.8 No Person shall have any claim against the Lead Plaintiff, Lead Counsel or the

4Claims Administrator, or any other Person designated by Lead Counsel based on distributions made

56 substantially in accordance with the Stipulation and the settlement contained herein, the Plan of

7 Allocation, or further order(s) of the Court.

g 5.9 It is understood and agreed by the Settling Parties that any proposed Plan of

9 Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an

10 Authorized Claimant's claim set forth therein, is not a part of the Stipulation and is to be considered

11 by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy12

of the settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of1314 Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the Court's

15 Judgment approving the Stipulation and the settlement set forth therein, or any other orders entered

16 pursuant to the Stipulation.

17 6. Lead Plaintiffs Counsel's Attorneys' Fees and Expenses

18 6.1 Lead Counsel may submit an application or applications (the "Fee and Expense

19 Application") for: (a) an award of attorneys' fees; plus (b) expenses incurred in connection with

20prosecuting the Action, plus any interest on such attorneys' fees and expenses at the same rate and

21for the same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court.

2223 Lead Counsel reserves the right to make additional applications for fees and expenses incurred.

24 6.2 The fees and expenses, as awarded by the Court, shall be paid to Lead Counsel, as

25 ordered, immediately after the Court executes an order awarding such fees and expenses and enters

26 the Judgment. Lead Counsel may thereafter allocate the attorneys' fees among other Plaintiff's

27

28

634274_4 STIPULATION OF SETTLEMENT - 10-cv -03942-SC - 15 -


1 Counsel in a manner in which they in good faith believe reflects the contributions of such counsel to

2 the initiation, prosecution, and resolution of the Action.

3 6.3 In the event that the Effective Date does not occur, or the Judgment or the order

4making the Fee and Expense Award is reversed or modified, or the Stipulation is canceled or

56 terminated for any other reason, and in the event that the Fee and Expense Award has been paid to

7 any extent, then such of Plaintiff's Counsel who have received any portion of the Fee and Expense

g Award shall within five (5) business days from receiving notice from the Defendants' counsel or

9 from a court of appropriate jurisdiction, refund to the Settlement Fund such fees and expenses

10 previously paid to them from the Settlement Fund plus interest thereon at the same rate as earned on

11the Settlement Amount in an amount consistent with such reversal or modification. Each such

12Plaintiff s Counsel's law firm receiving fees and expenses, as a condition of receiving such fees and

1314 expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law firm and its

15 partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of enforcing

16 the provisions of this paragraph. Without limitation, Plaintiff's Counsel agree that the Court may,

17 upon application of Defendants and notice to Lead Counsel, summarily issue orders including, but

18 not limited to, judgments and attachment orders, and may make appropriate findings of or sanctions

19for contempt, should such law firm fail timely to repay fees and expenses pursuant to this 16.3.

20

6.4 The procedure for and the allowance or disallowance by the Court of any applications2122 by any Plaintiff's Counsel for attorneys' fees and expenses, to be paid out of the Settlement Fund,

23 are not part of the settlement set forth in the Stipulation, and are to be considered by the Court

24 separately from the Court's consideration of the fairness, reasonableness, and adequacy of the

25 settlement set forth in the Stipulation, and any order or proceeding relating to the Fee and Expense

26 Application, or any appeal from any order relating thereto or reversal or modification thereof, shall

27

2s

6342744 STIPULATION OF SETTLEMENT - 10-cv-03942-SC -16-


1 not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment

2 approving the Stipulation and the settlement of the Action set forth therein.

3 6.5 Defendants and their Related Parties shall have no responsibility for any payment of

4attorneys' fees and expenses to Plaintiff's Counsel over and above payment out of the Settlement

5Fund.

6

7 6.6 Defendants and their Related Parties shall have no responsibility for the allocation

g among Plaintiff's Counsel, and/or any other Person who may assert some claim thereto, of any Fee

9 and Expense Award that the Court may make in the Action, and the Defendants and their Related

10 Parties take no position with respect to such matters.

11

7. Conditions of Settlement, Effect of Disapproval, Cancellation or12 Termination

13 7.1 The Effective Date of the Stipulation shall be the date when all of the following shall

14 have occurred and is conditioned on the occurrence of all of the following events:

15 (a) TeleNav timely made or caused to be made, the contribution to the Settlement

16 Fund, as required by 12.1 hereof;

17 (b) the Court has entered the Preliminary Approval Order, as required by ¶3.1

18 hereof;

19 (c) no option to terminate the Stipulation has been exercised pursuant to ¶7.3

20 hereof;

21 (d) the Court has entered the Judgment, or a judgment substantially in the form of

22 Exhibit B attached hereto; and

23 (e) the Judgment has become Final, as defined in ¶1.9 hereof.

24 7.2 Upon the occurrence of all of the events referenced in 17.1 hereof, any and all

25 remaining interest or right of the Defendants or the Defendants' insurers in or to the Settlement

26Fund, if any, shall be absolutely and forever extinguished. If it becomes clear that all of the

2728 conditions specified in 17.1 hereof cannot or will not be met, then the Stipulation shall be canceled



1 and terminated subject to ¶7.5 hereof unless Lead Counsel and counsel for the Defendants mutually

2 agree in writing to proceed with the Stipulation.

3 7.3 TeleNav shall have the option to terminate the settlement in the event that Class

4Members who purchased in the aggregate more than a certain number of shares of TeleNav common

56 stock during the Class Period choose to exclude themselves from the Class, as set forth in a separate

7 agreement (the "Supplemental Agreement") executed between Lead Counsel and TeleNav's counsel.

8 The Supplemental Agreement will not be filed with the Court unless requested by the Court or

9 unless a dispute among the Settling Parties concerning its interpretation or application arises and in

i0 that event, the Supplemental Agreement shall be filed and maintained by the Court under seal.

117.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or

12be canceled, or shall not become effective for any reason, within five (5) business days after written

1314 notification of such event is sent by counsel for the Defendants or Lead Counsel to the Escrow

15 Agent, the Settlement Fund, less expenses which have either been disbursed pursuant to ¶12.6 and

16 2.7 hereof, or are determined to be chargeable to the Settlement Fund, shall be refunded by the

17 Escrow Agent directly to TeleNav and/or the entities that provided the funds based on their pro rata

18 contribution to the Settlement Fund. The Escrow Agent or its designee shall apply for any tax

19refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses

20incurred in connection with such application(s) for refund, pursuant to written instructions from

2122 Defendants' counsel.

23 7.5 In the event that the Stipulation is not approved by the Court or the settlement set

24 forth in the Stipulation is terminated or fails to become effective in accordance with its terms: (i) the

25 Settling Parties shall be restored to their respective positions in the Action as of May 31, 2011. In

26 such event, the terms and provisions of the Stipulation, with the exception of T' 1.1-1.26, 2.6-2.8,

2763-6.4, 7.4-7.6, and 8.3 hereof, shall have no further force and effect with respect to the Settling

28

634274_4 STIPULATION OF SETTLEMENT - I 0-cv-03 942-SC -18-


1 Parties and shall not be used in this Action or in any other proceeding for any purpose, and any

2 judgment or order entered by the Court in accordance with the terms of the Stipulation shall be

3 treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any

4order of the Court concerning the Plan of Allocation or the amount of any attorneys' fees, costs,

56 expenses, and interest awarded by the Court to any of Plaintiff s Counsel shall constitute grounds for

7 cancellation or termination of the Stipulation.

g 7.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its

9 terms, neither Lead Plaintiff nor any of his counsel shall have any obligation to repay any amounts

10 actually and properly disbursed pursuant to ¶¶2.6 or 2.7. In addition, any expenses already incurred

I I pursuant to ¶x(2.6 or 2.7 hereof at the time of such termination or cancellation but which have not12

been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to1314 the balance being refunded in accordance with ¶¶2.8 and 7.4 hereof.

15 8. Miscellaneous Provisions

16 8.1 The Settling Parties (a) acknowledge that it is their intent to consummate this

17 agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement

18 all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the

19 foregoing terms and conditions of the Stipulation.

20

8.2 The Settling Parties intend this settlement to be a final and complete resolution of all21

disputes between them with respect to the Action. The settlement compromises claims which are2223 contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or

24 defense. The Final Judgment will contain a finding that, during the course of the Action, the parties

25 and their respective counsel at all times complied with the requirements of Federal Rule of Civil

26 Procedure 11. The Settling Parties agree that the Settlement Amount and the other terms of the

27 settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was

28



1 reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve

2 their right to rebut, in a manner that such party reasonably determines to be appropriate, any

3 contention made by any of the Settling Parties in any public forum that the Action was brought or

4defended in bad faith or without a reasonable basis.

5

68.3 Neither the Stipulation nor the settlement contained therein, nor any act performed or

7 document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be

g deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,

9 or of any wrongdoing or liability of the Defendants; or (b) is or may be deemed to be or may be used

10 as an admission of, or evidence of, any fault or omission of any of the Defendants in any civil,

11criminal or administrative proceeding in any court, administrative agency or other tribunal. The

12Defendants may file the Stipulation and/or the Judgment in any action that may be brought against

1314 them in order to support a defense or counterclaim based on principles of res judicata, collateral

15 estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim

16 preclusion or issue preclusion or similar defense or counterclaim.

17 8.4 All agreements made and orders entered during the course of the Action relating to

18 the confidentiality of information shall survive this Stipulation.

19

8.5 All of the Exhibits to the Stipulation are material and integral parts hereof and are20

fully incorporated herein by this reference.21

228.6 The Stipulation may be amended or modified only by a written instrument signed by

23 or on behalf of all Settling Parties or their respective successors-in-interest.

24 8.7 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement

25 constitute the entire agreement among the parties hereto and no representations, warranties or

26 inducements have been made to any party concerning the Stipulation or its Exhibits other than the

27

28



1 representations, warranties, and covenants contained and memorialized in such documents. Except

2 as otherwise provided herein, each party shall bear its own costs.

3 8.8 Lead Counsel, on behalf of the Class, is expressly authorized by Lead Plaintiff to take

4all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation to

56 effectuate its terms and also is expressly authorized to enter into any modifications or amendments to

7 the Stipulation on behalf of the Class which it deems appropriate.

g 8.9 Each counsel or other Person executing the Stipulation or any of its Exhibits on

9 behalf of any party hereto hereby warrants that such Person has the full authority to do so.

10 8.10 The Stipulation may be executed in one or more counterparts. All executed

11 counterparts and each of them shall be deemed to be one and the same instrument. A complete set of12

executed counterparts shall be filed with the Court.13

148.11 The Stipulation shall be binding upon, and inure to the benefit of, the successors and

15 assigns of the parties hereto.

16 8.12 The Court shall retain jurisdiction with respect to implementation and enforcement of

17 the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the Court for purposes

18 of implementing and enforcing the settlement embodied in the Stipulation.

19$.13 This Stipulation and the Exhibits hereto shall be considered to have been negotiated,

20executed and delivered, and to be wholly performed, in the State of California, and the rights and

2122 obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and

23 governed by, the internal, substantive laws of the State of California without giving effect to that

24 State's choice-of-law principles.

25

26

27

28



1 IN WITNESS WIEREOF, the parties hereto have caused the Stipulation to be executed, by

2 their duly authorized attorneys, dated as of July 15, 2011.

3 . ROBBINS GELLER RUDMAN4

&DOWD LLPSHAWN A, WILLIAMS

5 DANIEL J. PFEFFERBAUMPost Montgomery Center

6One Montgomery Street, Suite 1800San Francisco, CA 94104Telephone: 415/288-45454151288-4534 (fax)

8 ROBBINS GELLER RUDMAN

9 & DOWD LLPJOHN J. RICE

10 JEFFREY D. LIGHT

11 J^LA 012 1. • Y D. LIGHT

13 655 West Broadway, Suite 1',1f

14San Diego, CA 92101-3301Telephone: 619/231-1058

15619/231-7423 (fax)

16Lead Counsel for Plaintiff

17 JOHNSON & WEAVER, LLPFRANK J. JOHNSON

18BRETT M. WEAVER501 West Broadway, Suite 1720

19San Diego, CA 92101Telephone: 619/230-0063

206191238-0622 (fax)

21Additional Counsel for Plaintiff

22WILSON SONSINII GOODRICH& ROSATI, P.C.

23BORIS FELDMANDOUGLAS J. CLARK

24CAZ HASHEMIBENJAMIN M. CROSSON

25 MOLLY A. ARICO

26

27 BORIS FELDMAN

28 / CG`S r

634274_4 STIPULATION OF SETTLEMENT - 10-ov-03942-SC -22-


1650 Page Mill Road

2 Palo Alto, CA 94304-1050Telephone: 650/493-9300

3 650/493-6811 (fax)

4 Counsel for Defendants TeleNav, Inc., H.P. Jin,Douglas S. Miller, Shawn Carolan, Samuel Chen,

5 Hon Jane Chiu, Soo Boo Koh and Joseph M.Zaelit

6LAT & WATKINS LLP

7 PAT K . GIBBS

8

9PATRICK E. GIBBS

10140 Scott Drive

I I Menlo Park, CA 94025Telephone: 650/3284600

12 650/463-2600 (fax)

13 Counsel for Defendants J.P. Morgan SecuritiesLLC (formerly known as J.P. Morgan Securities,

14 Inc.) and Deutsche Bank Securities, Inc.

15

16

17

18

19

20

21

22

23

24

25

26

27

28

634274_4 STIPULATION OF SETTLEMENT - 10 -cv-03942-SC -23-


EXHIBIT A


1

2

3

4

5

6

7

8 UNITED STATES DISTRICT COURT

9 NORTHERN DISTRICT OF CALIFORNIA

10 DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SCAll Others Similarly Situated, )

11 ) CLASS ACTIONPlaintiff, )

12 ) [PROPOSED] ORDER PRELIMINARILYVS. } APPROVING SETTLEMENT AND

13 } PROVIDING FOR NOTICETELENAV, INC., et al., }

14 } EXHIBIT ADefendants. }

15 }

16

17

18

19

20

21

22

23

24

25

26

27

28

634276,5


1 WHEREAS, a class action is pending before this Court styled Smith v. TeleNav, Inc., et al.,

2 No. 10-cv-03942-SC (the "Action");

3 WHEREAS, the parties having made application, pursuant to Federal Rule of Civil

4 Procedure 23(e), for an order approving the settlement of this Action, in accordance with a

5 Stipulation of Settlement dated as of July 15, 2011 (the "Stipulation"), which, together with the

6 Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Action

7 and for dismissal of the Action with prejudice upon the terms and conditions set forth therein; and

8 the Court having read and considered the Stipulation and the Exhibits annexed thereto; and

9 WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.

10 NOW, THEREFORE, IT IS HEREBY ORDERED:

11 1. The Court does hereby preliminarily approve the Stipulation and the settlement set

12 forth therein, subject to further consideration at the Settlement Hearing described below.

13 2. The Court hereby certifies a Class, for settlement purposes only, defined as: "all

14Persons (other than those Persons who timely and validly request exclusion from the Class) who

15

lb purchased TeleNav common stock pursuant to and/or traceable to the Company's IPO on or about

17 May 13, 2010 through September 2, 2010, inclusive. Excluded from the Class are Defendants,

18 members of the immediate family of the Individual Defendants, the directors, officers, subsidiaries,

19 and affiliates of TeleNav and the Underwriter Defendants, any person, firm, trust, corporation,

20 officer, director or other individual or entity in which any Defendant has a controlling interest, and

zlthe legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded

22person."

2324 3. A hearing (the "Settlement Hearing") shall be held before this Court on

25 , 2011, at _•_ _.m., at the United States District Court for the Northern District of

26 California, 450 Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed

27 settlement of the Action on the terms and conditions provided for in the Stipulation is fair,

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - 10-cv-03942-SC _ 1 _


1 reasonable, and adequate to the Class and should be approved by the Court; whether a Judgment as

2 provided in ¶1.11 of the Stipulation should be entered; whether the proposed Plan of Allocation

3 should be approved; and to determine the amount of fees and expenses that should be awarded to

4Lead Counsel. The Court may adjourn the Settlement Hearing without further notice to the

5Members of the Class.

6

7 4. The Court approves, as to form and content, the Notice of Proposed Settlement of

8 Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and

9 Summary Notice annexed as Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and

10 distribution of the Notice and publishing of the Summary Notice substantially in the manner and

I I form set forth in ¶¶5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 2312

and due process, and is the best notice practicable under the circumstances and shall constitute due13

and sufficient notice to all Persons entitled thereto.14

15 5. The firm of Gilardi & Co. LLC ("Claims Administrator") is hereby appointed to

16 supervise and administer the notice procedure as well as the processing of claims as more fully set

17 forth below:

18 (a) The Claims Administrator shall make reasonable efforts to identify all Persons

19who are Members of the Class and not later than , 2011 (the "Notice Date"), the

2021 Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the

22 forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class

23 Members who can be identified with reasonable effort;

24 (b) Not later than , 2011, the Claims Administrator shall cause the

25 Summary Notice to be published once in Investor's Business Daily; and

26

27

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - 10-cv-03942-SC -2-


1 (c) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel

2 shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or

3 declaration, of such mailing and publishing.

4

6. Nominees who purchased TeleNav common stock for the beneficial ownership of56 Class Members during the Class Period shall send the Notice and the Proof of Claim to all beneficial

7 owners of such TeleNav common stock within ten (10) days after receipt thereof, or send a list of the

g names and addresses of such beneficial owners to the Claims Administrator within ten (10) days of

9 receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of

10 Claim to such beneficial owners. Lead Counsel shall, if requested, reimburse banks, brokerage

11 houses, or other nominees solely for their reasonable out-of-pocket expenses incurred in providing12

notice to beneficial owners who are Class Members out of the Settlement Fund, which expenses1314 would not have been incurred except for the sending of such notice, subject to further order of this

15 Court with respect to any dispute concerning such compensation.

16 7. All Members of the Class shall be bound by all determinations and judgments in the

17 Action concerning the settlement, whether favorable or unfavorable to the Class.

18 8. Class Members who wish to participate in the settlement shall complete and submit

19Proofs of Claim in accordance with the instructions contained therein. Unless the Court orders

20otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the Notice

2122 Date. Any Class Member who does not timely submit a Proof of Claim within the time provided for,

23 shall be barred from sharing in the distribution of the proceeds of the Settlement Fund, unless

24 otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in its discretion,

25 accept late-submitted claims for processing by the Claims Administrator so long as distribution of

26 the Net Settlement Fund is not materially delayed thereby.

27

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - 10-cv-03942-SC -3 -


1 9. Any Member of the Class may enter an appearance in the Action, at their own

2 expense, individually or through counsel of their own choice. If they do not enter an appearance,

3 they will be represented by Lead Counsel.

4

10, Any Person falling within the definition of the Class may, upon request, be excluded56 from the Class. Any such Person must submit to the Claims Administrator a request for exclusion

7 ("Request for Exclusion"), postmarked no later than , 2011. A Request for Exclusion

8 must state: (a) the name, address, and telephone number of the Person requesting exclusion; (b) each

9 of the Person's purchases and sales of TeleNav common stock made during the Class Period,

10 including the dates of purchase or sale, the number of shares of common stock, and the price paid or

I I received for each such purchase or sale; and (c) that the Person wishes to be excluded from the

12Class. All Persons who submit valid and timely Requests for Exclusion in the manner set forth in

1314 this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Net

15 Settlement Fund, and shall not be bound by the Stipulation or the Judgment entered in the Action.

16 11. Any Member of the Class may appear and show cause, if he, she or it has any, why

17 the proposed settlement of the Action should or should not be approved as fair, reasonable, and

18 adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation

19should or should not be approved, why attorneys' fees and expenses should or should not be awarded

20to counsel for the Lead Plaintiff; provided, however, that no Class Member or any other Person shall

2122 be heard or entitled to contest such matters, unless that Person has delivered by hand or sent by First-

23 Class Mail written objections and copies of any papers and briefs such that they are received on or

24 before , 2011, by Robbins Geller Rudman & Dowd LLP, Jeffrey D. Light, 655 West

25 Broadway, Suite 1900, San Diego, CA 92101; Wilson Sonsini Goodrich & Rosati, P.C., Douglas J.

26 Clark, 650 Page Mill Road, Palo Alto, CA 94304; Latham & Watkins LLP, Patrick E. Gibbs, 140

27Scott Drive, Menlo Park, CA 94025, and filed said objections, papers, and briefs with the Clerk of

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE -10-cv-03942-SC -4-


1 the United States District Court for the Northern District of California, on or before

2 2011. Any Member of the Class who does not make his, her or its objection in the manner provided

3 shall be deemed to have waived such objection and shall forever be foreclosed from making any

4objection to the fairness or adequacy of the proposed settlement as set forth in the Stipulation, to the

5

6 Plan of Allocation, or to the award of attorneys' fees and expenses to counsel for Lead Plaintiff,

7 unless otherwise ordered by the Court.

g 12. All funds held by the Escrow Agent shall be deemed and considered to be in custodia

9 legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such

10 funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.

1113. All opening briefs and supporting documents in support of the settlement, the PIan of

12Allocation, and any application by Lead Counsel for attorneys' fees and expenses shall be filed and

13

14 served fourteen (14) calendar days prior to the deadline for objections in ^ 11. Replies to any

15 objections shall be filed and served seven (7) calendar days prior to the Settlement Hearing.

16 14. Neither the Defendants and their Related Parties nor the Defendants' counsel shall

17 have any responsibility for the Plan of Allocation or any application for attorneys' fees or expenses

18 submitted by Lead Counsel, and such matters will be considered separately from the fairness,

19reasonableness, and adequacy of the settlement.

20

15. At or after the Settlement Hearing, the Court shall determine whether the Plan of21

22 Allocation proposed by Lead Counsel, and any application for attorneys' fees or payment of

23 expenses shall be approved.

24 16. All reasonable expenses incurred in identifying and notifying Class Members, as well

25 as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the

26 settlement is not approved by the Court, or otherwise fails to become effective, neither Lead Plaintiff

27

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - 10-cv-03942-SC -5-


1 nor any of his counsel shall have any obligation to repay any amounts incurred or properly disbursed

2 pursuant to ¶T2.6 or 2.7 of the Stipulation.

3 17. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations

4or proceedings connected with it, shall be construed as an admission or concession by the

56 Defendants of the truth of any of the allegations in the Action, or of any liability, fault, or

7 wrongdoing of any kind.

g 18. The Court reserves the right to adjourn the date of the Settlement Hearing without

9 further notice to the Members of the Class, and retains jurisdiction to consider all further

10 applications arising out of or connected with the proposed settlement. The Court may approve the

11settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate,

12without further notice to the Class.

13

1419. If the Stipulation and the settlement set forth therein is not approved or consummated

15 for any reason whatsoever, the Stipulation and settlement and all proceedings had in connection

16 therewith shall be without prejudice to the rights of the Settling Parties status quo ante.

17 IT IS SO ORDERED.

18

19 DATED:

20THE HONORABLE SAMUEL CONTIUNITED STATES SENIOR DISTRICT JUDGE

21 Submitted by:

22 ROBBINS GELLER RUDMAN23 &DOWD LLP

SHAWN A. WILLIAMS24 DANIEL J. PFEFFERBAUM

Post Montgomery Center25 One Montgomery Street, Suite 1800

San Francisco, CA 9410426 Telephone: 415/288-4545

415/288-4534 (fax)

27

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - I 0-cv-03 942-SC -6-


1ROBBINS GELLER RUDMAN

2 & DOWD LLPJOHN J. RICE

3 JEFFREY D. LIGHT

4

5 s/ Jeffrey D. Light JEFFREY D. LIGHT

6655 West Broadway, Suite 1900

7 San Diego, CA 92101-3301Telephone: 619/231-1058

8 6191231-7423 (fax)

9 Lead Counsel for Plaintiff

10 JOHNSON & WEAVER, LLPFRANK J. JOHNSON

11 BRETT M. WEAVER501 West Broadway, Suite 1720

12 San Diego, CA 92101Telephone: 619/230-0063

13 619/238-0622 (fax)

14 Additional Counsel for Plaintiff

15

16

17

18

19

20

21

22

23

24

25

26

27

28

634276_5 [PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FORNOTICE - 10-ev-03942-SC -7-


EXHIBIT A- I


1 ROBBINS GELLER RUDMAN& DOWD LLP



4 San Francisco, CA 94104Telephone: 415/288-4545


6 [email protected]— and --


8 655 West Broadway, Suite 1900San Diego, CA 92101

9 Telephone: 619/231-1058619/231-7423 (fax)



12




16 All Others Similarly Situated, }} CLASS ACTION

17 Plaintiff, }NOTICE OF PROPOSED SETTLEMENT OF

18 vs. } CLASS ACTION

19 TELENAV, INC., et al., ) EXHIBIT A-1

20 Defendants. )

21

22

23

24

25

26

27

28

634278_4


1 If you purchased TeleNav, Inc. ("TeleNav" or the "Company') I common stock pursuant

2 to and/or traceable to TeleNav's Initial Public Offering ("IPO') on or about May 13, 2010

3 through September 2, 2010, inclusive (the "Class Period') and are not otherwise excluded from

4 the Class (see Question 6 below), you could get a paymentfrom a class action settlement.

5 A federal court authorized this Notice. This is not a solicitation from a lawyer,

6 Security and Time Period: TeleNav common stock purchased pursuant to and/or traceable

7 to TeleNav's IPO on or about May 13, 2010 through and including September 2, 2010.

8 Settlement Fund: $3,800,000 in cash plus any interest earned. Based on the information

9 currently available to Lead PIaintiff and the analysis performed by his damage consultants, it is

10 estimated that if Class Members submit claims for 100% of the shares eligible for distribution under

11 the Plan of Allocation (described below), the estimated average distribution per share of common

12 stock will be approximately $0.47 before deduction of Court-approved fees and expenses, including

13 the cost of notifying Members of the Class and settlement administration and any attorneys' fees and

14 expenses awarded by the Court to counsel for the Lead Plaintiff. Historically, actual claims rates are

15 less than 100%, which result in higher distributions per share. A Class Member's actual recovery

16 will be a proportion of the Net Settlement Fund determined by that claimant's recognized claim as

17 compared to the total recognized claims of all Class Members who submit valid Proof of Claim and

18 Release forms ("Proof of Claim").

19 Reasons for Settlement: Avoids the costs and risks associated with continued litigation,

20 including the danger of no recovery.

21 If the Case Had Not Settled: Continuing with the case could have resulted in loss at

22 summary judgment, trial, or on appeal. The two sides vigorously disagree on both liability and the

23 amount of money that could have been won if Lead Plaintiff prevailed at trial. The parties disagree

24 about: (1) whether the statements made or facts allegedly omitted were false, material, or otherwise

25

26 This Notice incorporates by reference the definitions in the Stipulation of Settlement dated as27 of July 15, 2011 ("Stipulation"), and all capitalized terms used, but not defined herein, shall have the

same meanings as in the Stipulation. The Stipulation can be obtained at www.gilardi.com .

28

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - I 0-cv-03 942-SC _ 1


1 actionable under the federal securities laws; (2) the extent to which the various matters that Lead

2 Plaintiff alleged were materially false or misleading influenced (if at all) the trading price of

3 TeleNav common stock at various times during the Class Period; (3) the extent to which the various

4 allegedly adverse material facts that Lead Plaintiff alleged were omitted influenced (if at all) the

5 trading price of TeleNav common stock at various times during the Class Period; (4) the extent to

6 which external factors, such as general market conditions, influenced the trading price of TeleNav

7 common stock at various times during the Class Period; (5) the effect of various market forces

8 influencing the trading price of TeleNav common stock at various times during the Class Period; (6)

9 the amount by which TeleNav common stock was allegedly artificially inflated (if at all) during the

10 Class Period; and (7) the appropriate economic model for determining the amount by which TeleNav

11 common stock was allegedly artificially inflated (if at all) during the Class Period.

12 Attorneys' Fees and Expenses: Court-appointed Lead Plaintiff's counsel will ask the Court

13 for attorneys' fees of 25% of the Settlement Fund and expenses not to exceed $150,000 to be paid

14 from the Settlement Fund plus interest. Lead Plaintiff's counsel have not received any payment for

15 their work investigating the facts, prosecuting this Action, and negotiating this settlement on behalf

16 of the Lead Plaintiff and the Class. If the above amounts are requested and approved by the Court,

17 the average cost per share of common stock will be $0.14.

18 Deadlines:

19 Submit Claim: , 2011

20 Request Exclusion: , 2011

21 File Objection: , 2011

22 Court Hearing on Fairness of Settlement: , 2011

23 More Information: www.gilardi.com or

24 Claims Administrator: Representative of Lead Plaintiff's counsel:

25 TeleNav Securities Action Rick NelsonClaims Administrator Shareholder Relations

26 c/o Gilardi & Co. LLC Robbins Geller Rudman & Dowd LLPP.O. Box 8040 655 West Broadway, Suite 1900

27 San Rafael, CA 94912-8040 San Diego, CA 921011-800-447-7657 1-800-449-4900

28

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC -2-


1 • Your legal rights are affected whether you act or do not act. Read this Notice carefully.

2 YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

3 SUBMIT A CLAIM FORM The only way to get a payment.

4 EXCLUDE YOURSELF Get no payment. This is the only option that allows you to

5 participate in another lawsuit against the Defendants for the

6 legal claims in this case.

7 OBJECT You may write to the Court if you do not like this settlement,

8 the request for attorneys' fees and expenses, or the Plan of

9 Allocation.

10 GO TO A HEARING You may ask to speak in Court about the fairness of the

11 settlement.

12 DO NOTHING Get no payment. Give up your rights.

13

14' These rights and options — and the deadlines to exercise them — are explained in this

15 Notice.

16 • The Court in charge of this case must decide whether to approve the settlement. Payments

17 will be made if the Court approves the settlement and, if there are any appeals, after appeals

18are resolved. Please be patient.

19BASIC INFORMATION

201. Why did I get this notice package?

21You or someone in your family may have purchased TeleNav common stock pursuant to

22and/or traceable to TeleNav's IPO on or about May 13, 2010 through and including September 2,

232010.

24The Court directed that you be sent this Notice because you have a right to know about a

25proposed settlement of a class action lawsuit, and about all of your options, before the Court decides

2627 whether to approve the settlement. If the Court approves it and after any objections or appeals (if

28

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC -3 -


1 there are any) are resolved, the Claims Administrator appointed by the Court will make the payments

2 that the settlement allows.

3 This package explains the lawsuit, the settlement, your legal rights, what benefits are

4 available, who is eligible for them, and how to get them.

5 The Court in charge of the case is the United States District Court, Northern District of

6 California, and the case is known as Smith v. TeleNav, Inc., et al., No. I 0-cv-03942-SC. The person

7 that leads the Action, David Smith, is called the Lead Plaintiff and the company's and the

8 individuals he sued are called Defendants.

9 2. What is this lawsuit about?

10 This Action alleges that TeleNav and certain of its executives and underwriters violated the

I I federal securities laws by making false and misleading statements and omissions in TeleNav's

12 Registration Statement and Prospectus issued in connection with the Company's May 13, 2010

13 Initial Public Offering regarding contract renegotiations with Sprint Nextel Corporation — TeleNav's

14 largest and most significant customer. Class Members suffered damages as a result of the decline in

15 the price of TeleNav's common stock.

16 Defendants deny all of Lead Plaintiff's allegations and further deny that they did anything

17 wrong. Defendants also deny that Lead Plaintiff or the Class suffered damages or that the price of

18 TeleNav common stock was artificially inflated by reasons of alleged misrepresentations, non-

19 disclosures, or otherwise.

20 3. Why is this a class action?

21 In a class action, one or more people called class representatives (in this case, the Court-

22 appointed David Smith as Lead Plaintiff), sue on behalf of people who have similar claims. All of

23 these people and/or entities are called a class or class members. One judge — in this case, United

24 States Senior District Court Judge Samuel Conti -- resolves the issues for all class members, except

25 for those who exclude themselves from the class.

26 4. Why is there a settlement?

27 The Court did not decide in favor of the Lead Plaintiff or Defendants. Instead, the lawyers

28 for both sides of the lawsuit have negotiated a settlement, with the assistance of a former United



1 States District Court Judge, that they believe is in the best interests of their respective clients. The

2 settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the

3 uncertainty of a trial and appeals, and permits Class Members to be compensated without further

4 delay. The Lead Plaintiff and his attorneys think the settlement is best for all Class Members.

5 WHO GETS MONEY FROM THE SETTLEMENT

6 To see if you will get money from this settlement, you first have to determine if you are a

7 Class Member.

8 5. How do I know if I am part of the settlement?

9 The Class includes all Persons who purchased TeleNav common stock between May 13,

10 2010 and September 2, 2010, inclusive.

11 6. Are there exceptions to being included in the Class?

12 Yes. Excluded from the Class are Defendants, members of the immediate family of the

13 Individual Defendants, the directors, officers, subsidiaries, and affiliates of TeleNav, J.P. Morgan

14 Securities LLC (formerly known as J.P. Morgan Securities , Inc.) and Deutsche Bank Securities,

15 Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any

16 Defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-

17 interest or assigns of any such excluded person. Also excluded from the Class are those Persons

18 who timely and validly request exclusion from the Class pursuant to this Notice.

19 7. I'm still not sure if I am included.

20 If you still are not sure whether you are included, you can ask for free help. You can call 1-

21 800-447-7657 or visit www.gilardi.com for more information; or, you can call Rick Nelson at 1-800-

22 449-4900 for more information; or, you can fill out and return the Proof of Claim described in

23 Question 10 to see if you qualify.

24 THE SETTLEMENT BENEFITS — WHAT YOU GET

25 8. What does the settlement provide?

26 TeleNav has agreed to pay or cause to be paid $3,800,000 in cash (the "Settlement Fund"),

27 The Settlement Fund, plus interest earned from the date it is established, less costs, fees, and

28 expenses (the "Net Settlement Fund"), will be divided among all eligible Class Members who send

6342784 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10 -cv-03942-SC -5-


1 in valid Proofs of Claim ("Authorized Claimants"). Costs, fees, and expenses include Court-

2 approved attorneys' fees and expenses, the costs of notifying Class Members, including the costs of

3 printing and mailing this Notice and the cost of publishing newspaper notice, the costs of claims

4 administration, and taxes on the Settlement Fund,

5 9. How much will my payment be?

6 Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim

7 that Class Members send in and how many shares of TeleNav common stock you purchased during

8 the relevant period and when you bought and sold them.

9 For purposes of determining the amount an Authorized Claimant may recover under the Plan

10 of Allocation, Lead Plaintiff's counsel conferred with their damage consultants and the Plan of

I I Allocation reflects an assessment of damages that they believe could have been recovered had Lead

12 Plaintiff prevailed at trial.

13 In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized

14 Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If,

15 however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total

16 claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of

17 the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all

18 Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized

19 CIaimants.

20 A "Claim" will be calculated as follows:

21 For shares of TeleNav common stock purchased pursuant to andlor traceable to the

22 Company's IPO on or about May 13, 2010 and

23 (a) sold prior to September 2, 2010, the claim per share is the lesser of (i) the

24 purchase price per share less the sales price per share, or (ii) $8.00 less the sales price per share.

25 (b) retained at the end of, or, sold on or after September 2, 2010, the claim per

26 share is the lesser of (i) the purchase price per share Iess the sales price per share, or (ii) $8.00 less

27 $5.47,

28



1 An Authorized Claimant will be eligible to receive a distribution from the Net Settlement

2 Fund only if a Class Member had a net loss, after all profits from transactions in TeleNav common

3 stock during the Class Period are subtracted from all losses.

4 The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class

5 Member on equitable grounds.

6 Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all

7 Authorized Claimants. No Person shall have any claim against Lead Plaintiff, any of Lead

8 Plaintiff's counsel, any claims administrator, or other Person designated by Lead Plaintiff s counsel

9 or Defendants and/or the Related Parties and/or the Released Persons and/or their counsel based on

10 distributions made substantially in accordance with the Stipulation and the settlement contained

11 therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to

12 complete and file a valid and timely Proof of Claim shall be barred from participating in

13 distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise

14 shall be bound by all of the terms of the Stipulation, including the terms of any judgment entered and

15 the releases given.

16 HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM

17 10. How will I get a payment?

18 To qualify for a payment, you must send in a Proof of Claim. A Proof of Claim is enclosed

19 with this Notice. Read the instructions carefully, fill out the form, include all the documents the

20 form asks for, sign it, and mail it in the enclosed envelope postmarked no later than

21 2011.

22 11. When would I get my payment?

23 The Court will hold a hearing on , 2011, at , to decide whether to approve

24 the settlement. If Judge Conti approves the settlement, there may be appeals. It is always uncertain

25 whether these appeals can be resolved favorably, and resolving them can take time, perhaps more

26 than a year. It also takes time for all the claim forms to be processed. If there are no appeals and

27 depending on the number of claims submitted, the Claims Administrator could distribute the Net

28 Settlement Fund as early as nine months after the fairness hearing. Please be patient.

6342784 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - I 0-cv-03 942-SC -7-


1 12, What am I giving up to get a payment or stay in the Class?

2 Unless you exclude yourself, you are staying in the Class, and that means that you cannot

3 sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in

4 this case or about issues that could have been asserted in this case. It also means that all of the

5 Court's orders will apply to you and legally bind you and you will release your Released Claims in

6 this case against the Released Persons. "Released Claims" means any and all claims, debts,

7 demands, rights, liabilities, and causes of action of every nature and description whatsoever

8 (including, but not Iimited to, any claims for damages, interest, attorneys' fees, expert or consulting

9 fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local,

10 statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or

11 un-accrued, Iiquidated or unliquidated, at law or in equity, matured or unmatured, including, without

12 limitation, claims arising under Sections 11,12(a)(2), and 15 of the Securities Act of 1933, or claims

13 arising under Sections 10(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence,

14 gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary

15 duty, whether class or individual in nature, including both known claims and Unknown Claims (as

16 defined below), whether or not concealed or hidden that (i) have been asserted in this Action by the

17 Lead Plaintiff against any of the Released Persons, or (ii) could have been asserted in the Action or

18 any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons

19 which arise out of or are based upon or related in any way to the allegations, transactions, facts,

20 matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,

21 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's

22 IPO during the Class Period.

23 "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class Member

24 does not know or suspect to exist in his, her, or its favor at the time of the release of the Released

25 Persons which, if known by him, her, or it, might have affected his, her, or its settlement with and

26 release of the Released Persons, or might have affected his, her, or its decisions with respect to this

27 settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that,

28 upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each of the Class



1 Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived

2 and relinquished, the provisions, rights, and benefits of California Civil Code §1542, which

3 provides:

4

A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,

5

which if known by him or her must have materially affected his or hersettlement with the debtor,

6Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be

7deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished,

Sany and all provisions, rights, and benefits conferred by any law of any state or territory of the

9United States, or principle of common law, which is similar, comparable or equivalent to California

10Civil Code § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or

11different from those which he, she, or it now knows or believes to be true with respect to the subject

12matter of the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully,

13finally, and forever settle and release and each Class Member, upon the Effective Date, shall be

14deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and

15released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or

16non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,

171$ upon any theory of law or equity now existing or coming into existence in the future, including, but

19 not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any

duty, law or rule, without regard to the subsequent discovery or existence of such different or20

additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation21

of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a22

key element of the settlement of which this release is a part.23

EXCLUDING YOURSELF FROM THE SETTLEMENT24

If you do not want a payment from this settlement, but you want to keep the right to sue or25

continue to sue the Defendants on your own about the same issues in this case, then you must take26

steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting27

out of the Class.2$



1 13. How do I get out of the Class?

2 To exclude yourself from the Class, you must send a letter by mail stating that you want to be

3 excluded from Smith v. TeleNav, Inc., et al., No. I 0-cv-03 942-SC. You must include your name,

4 address, telephone number, your signature, all purchases and sales of TeleNav common stock made

5 pursuant to and/or traceable to TeleNav's IPO during the Class Period and the dates of such

6 purchases and sales, and the price paid or received for each such purchase or sale. You must mail

7 your exclusion request postmarked no later than , 2011 to:

8 TeleNav Securities ActionClaims Administrator

9 c/o Gilardi & Co. LLCP.O. Box 8040

10 San Rafael, CA 94912-8040

11 You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are

12 not eligible to get any settlement payment, and you cannot object to the settlement. You will not be

13 legally bound by anything that happens in this lawsuit.

14 14. If I do not exclude myself, can I sue Defendants for the same thing later?

15 No. Unless you exclude yourself, you give up any right to sue Defendants for the claims that

16 this settlement resolves. Remember, the exclusion deadline is , 2011.

17 15. If I exclude myself, can I get money from this settlement?

18 No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. Once

19 you exclude yourself, you will receive no cash payment even if you also submit a Proof of Claim.

20 THE LAWYERS REPRESENTING YOU

21 16. Do I have a lawyer in this case?

22 The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you

23 and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the

24 Court for payment from the Settlement Fund; you will not otherwise be charged for their work. If

25 you want to be represented by your own lawyer, you may hire one at your own expense.

26 17. How will the lawyers be paid?

27 At the fairness hearing, Lead Plaintiff's counsel will request the Court to award attorneys'

28 fees of 25% of the Settlement Fund and for expenses up to $150,000, which were incurred in

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC _10-


1 connection with the Action. If awarded, the cost would be $0.14 per share. This compensation will

2 be paid from the Settlement Fund. Class Members are not personally liable for any such fees or

3 expenses. To slate, Lead Plaintiff's counsel have not received any payment for their services in

4 conducting this Action on behalf of the Lead Plaintiff and the Class, nor have counsel been paid for

5 their expenses. The fee requested will compensate Lead Plaintiff's counsel for their work in

6 achieving the Settlement Fund and is within the range of fees awarded to class counsel under similar

7 circumstances in other cases of this type. The Court may award less than this amount.

8 OBJECTING TO THE SETTLEMENT

9 You can tell the Court that you do not agree with the settlement, the Plan of Allocation, or

10 Lead Plaintiff's counsel's request for an award of attorneys' fees and expenses.

11 18. How do I tell the Court that I do not like the settlement?

12 If you are a Class Member (and you have not excluded yourself), you can object to the

13 settlement, the request for attorneys' fees and expenses, or the Plan of Allocation if you do not like

14 any part of it. You can give reasons why you think the Court should not approve the settlement, the

15 request for attorneys' fees and expenses, or the Plan of Allocation. The Court will consider your

16 views. To object, you must send a signed letter saying that you object to the proposed settlement in

17 Smith v. TeleNVav, Inc., et al., No. 10-cv-03942-SC. Be sure to include your name, address,

18 telephone number, your signature, the number of shares of TeleNav common stock purchased

19 between May 13, 2010 and September 2, 2010, inclusive, and the reasons you object to the

20 settlement, the requested attorneys' fees and expenses, or the Plan of Allocation. Any such objection

21 must be mailed or delivered such that it is received by each of the following no later than

22 , 2011:

23 Court:

24 Clerk of the CourtUnited States District Court

25 Northern District of California450 Golden Gate Avenue

26 San Francisco, CA 94102

27

28

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC


1 Lead Plaintiff's counsel:

2 ROBBINS GELLER RUDMAN & DOWD LLPJEFFREY D. LIGHT


4Defendants' counsel:

5WILSON SONSINI GOODRICH & ROSATI, P.C.

6 DOUGLAS J. CLARK650 Page Mill Road

7 Palo Alto, CA 94304

8 LATHAM & WATKINS LLPPATRICK E. GIBBS

9 140 Scott DriveMenlo Park, CA 94025

1019. What is the difference between objecting and excluding myself from the

11settlement?

12Objecting is telling the Court that you do not like something about the proposed settlement.

13You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not

14want to be part of the Class. If you exclude yourself, you have no basis to obj ect because the case no

15longer applies to you.

16THE COURT'S FAIRNESS HEARING

17The Court will hold a hearing to decide whether to approve the proposed settlement. You

18may attend, but you do not have to.

1920. When and where will the Court decide whether to approve the settlement?

20The Court will hold a hearing at , on , 2011, at the United States District

21Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102. At this

22hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are

23objections, the Court will consider them. The Court will listen to people who have asked to speak at

24the hearing. The Court will also decide whether to approve the payment of fees and expenses to

25Lead Plaintiff's counsel, including the Plan of Allocation. We do not know how long the hearing

26will take or whether the Court will make its decision on the day of the hearing or sometime later.

27

28



1 21. Do I have to come to the hearing?

2 No. Lead Plaintiff's counsel will answer questions Judge Conti may have. But, you are

3 welcome to come at your own expense. If you send an objection, you do not have to come to Court

4 to talk about it. As long as you mailed your written objection on time, the Court will consider it.

5 You may also pay your own lawyer to attend, but you are not required to do so.

6 22. May I speak at the hearing?

7 You may ask the Court for permission to speak at the hearing. To do so, you must send a

8 letter saying that it is your intention to appear in Smith v. TeleNav, Inc., et al., No. 10-cv-03942-SC.

9 Be sure to include your name, address, telephone number, your signature, and the number of shares

10 of TeleNav common stock purchased between May 13, 2010 and September 2, 2010, inclusive.

11 Your notice of intention to appear must be received no later than , 2011 by the

12 Clerk of the Court, Lead Plaintiff's counsel, and Defendants' counsel, at the addresses listed in

13 Question 18. You cannot speak at the hearing if you exclude yourself from the Class.

14IF YOU DO NOTHING

1523. What happens if I do nothing at all?

16If you do nothing, you will get no money from this settlement. But, unless you exclude

17yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other

18lawsuit against the Defendants about the same issues in this case.

19GETTING MORE INFORMATION

2024. Are there more details about the settlement?

21This Notice summarizes the proposed settlement. More details are in the Stipulation dated

22July 15, 2011, which has been filed with the Court. You can get a copy of the Stipulation from the

23Clerk's office at the United States District Court, Northern District of California, 450 Golden Gate

24Avenue, San Francisco, CA 94102, during regular business hours, or at www.gilardi.com , or you can

25contact a representative of Lead Plaintiff's counsel at the number and address below in the answer to

26Question 25.

27

28

634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC - 13 -


1 25. How do I get more information?

2 You can call 1-800-449-4900 or write to a representative of Lead Plaintiff s counsel, Rick

3 Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite

4 1900, San Diego, CA 92101, or visit the Claims Administrator's website at www.gilardi.com .

5 Please do not call the Court or the Clerk of the Court for additional information about the

6 settlement.

7 26. Special notice to banks, brokers, and other nominees

8 If you hold or held any TeleNav common stock during the Class Period as a nominee for a

9 beneficial owner, then, within ten (10) days after you receive this Notice, you must either: (1) send a

10 copy of this Notice by First-Class Mail to all such Persons; or (2) provide a Iist of the names and

11 addresses of such Persons to the Claims Administrator:

12 TeleNav Securities ActionClaims Administrator

13 c/o Gilardi & Co. LLC

14 P.O. Box 8040San Rafael, CA 94912-8040

15If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the

16Claims Administrator (without cost to you) as many additional copies of these documents as you

17will need to complete the mailing.

18Regardless of whether you choose to complete the mailing yourself or elect to have the

19mailing performed for you, you may obtain reimbursement for or advancement of reasonable

20administrative costs actually incurred or expected to be incurred in connection with forwarding the

21Notice and which would not have been incurred but for the obligation to forward the Notice, upon

22submission of appropriate documentation to the Claims Administrator.

23DATED: , 2011 BY ORDER OF THE COURT

24 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

25

26

27

28

6342794 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC -14-


EXHIBIT A-2







6 [email protected]— and —



9 Telephone: 619/231-1058619/231-7423 (fax)



12




16 All Others Similarly Situated, )CLASS ACTION

17 PIaintiff, )PROOF OF CLAIM AND RELEASE

18 vs. )EXHIBIT A-2

19 TELENAV, INC., et al., )}

20 Defendants. } }

21

22

23

24

25

26

27

28

634283_3


1 I. GENERAL INSTRUCTIONS

2 1. To recover as a Member of the Class based on your claims in the action entitled Smith

3 v. TeleNav, Inc., et al., No. 10 -cv-03942-SC (the "Action"), you must complete and, on page _

4hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly

5addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you

67 may be precluded from any recovery from the Net Settlement Fund created in connection with the

8 proposed settlement.

9 2. Submission of this Proof of Claim, however, does not assure that you will share in the

10 proceeds of the settlement of the Action.

11 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

12POSTMARKED ON OR BEFORE , 2011, ADDRESSED AS FOLLOWS:

13TeleNav Securities Action

14 Claims Administratorc/o Gilardi & Co. LLC

15 P.O. Box 8040San Rafael, CA 94912-8040

1617 If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class

18 Action ("Notice")) DO NOT submit a Proof of Claim.

194. If you are a Member of the Class and you did not timely request exclusion in

20 connection with the proposed settlement, you are bound by the terms of any judgment entered in the

21 Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF

22 CLAIM.

23 II. CLAIMANT IDENTIFICATION

24 If you purchased TeleNav common stock pursuant to and/or traceable to TeleNav's Initial

25 Public Offering on or about May 13, 2010 through and including September 2, 2010 and held the

26 certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If,

27 however, you purchased TeleNav common stock and the certificate(s) were registered in the name of

28

634283_3 PROOF OF CLAIM AND RELEASE - I 0-cv-03942-SC _ 1


1 a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third

2 party is the record purchaser.

3 Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record

4 ("nominee"), if different from the beneficial purchaser of the TeleNav common stock which forms

5 the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

6 PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OF THE

7 TELENAV COMMON STOCK UPON WHICH THIS CLAIM IS BASED.

8 All joint purchasers must sign this claim. Executors, administrators, guardians, conservators,

9 and trustees must complete and sign this claim on behalf of persons represented by them and their

10 authority must accompany this claim and their titles or capacities must be stated. The Social

11 Security (or taxpayer identification) number and telephone number of the beneficial owner may be

12 used in verifying the claim. Failure to provide the foregoing information could delay verification of

13 your claim or result in rejection of the claim.

14 III. CLAIM FORM

15 Use Part II of this form entitled "Schedule of Transactions in TeleNav Common Stock" to

16 supply all required details of your transaction(s). If you need more space or additional schedules,

17 attach separate sheets giving all of the required information in substantially the same form. Sign and

18 print or type your name on each additional sheet.

19 On the schedules, provide all of the requested information with respect to all of your

20 purchases and sales of TeleNav common stock which took place pursuant to and/or traceable to

21 TeleNav's IPO on or about May 13, 2010 through and including September 2, 2010 (the "Class

22 Period"), whether such transactions resulted in a profit or a loss. You must also provide all of the

23 requested information with respect to all of the shares of TeleNav common stock you held at the

24 close of trading on September 2, 2010. Failure to report all such transactions may result in the

25 rejection of your claim.

26 List each transaction in the Class Period separately and in chronological order, by trade date,

27 beginning with the earliest. You must accurately provide the month, day, and year of each

28 transaction you list.

634283_3 PROOF OF CLAIM AND RELEASE - 10-cv- 03942-SC -2-


I The date of covering a "short sale" is deemed to be the date of purchase of TeleNav common

2 stock. The date of a "short sale" is deemed to be the date of sale of TeleNav common stock.

3 Copies of broker confirmations or other documentation of your transactions in TeleNav

4 common stock should be attached to your claim. Failure to provide this documentation could delay

5 verification of your claim or result in rejection of your claim.

6 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of

7 transactions may request, or may be requested, to submit information regarding their transactions in

S electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not

9 they also submit electronic copies. If you wish to file your claim electronically, you must contact the

10 Claims Administrator at or visit their website at www.gilardi.com to obtain the

11 required file layout. No electronic files will be considered to have been properly submitted unless

12 the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance

13 of electronically submitted data.

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634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -3 -




3 Smith v. TeleNav, Inc., et al., No. l0-cv-03942-SC

4 PROOF OF CLAIM AND RELEASE

5 Must Be Postmarked No Later Than:

6 , 2011

7 Please Type or Print

8 PART 1: CLAIMANT IDENTIFICATION

9 la Beneficial Owner's Name (First, Middle, Last)

11 Street Address

12

13 City State or Province

14

15 Zip Code or Postal Code Country

16

17 IndividualSocial Security Number or Corporation/Other

18 Taxpayer Identification Number

19 Area Code Telephone Number (work)

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21 Area Code Telephone Number (home)

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23 Record Owner's Name (if different from beneficial owner listed above)24

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634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -4-


1 PART II: SCHEDULE OF TRANSACTIONS IN TELENAV COMMON STOCK

2 A. Purchases of TeleNav common stock (May 13, 2010 — September 2, 2010, inclusive):

3Trade Date Number of Total Purchase Price

4 Month Day Year Shares Purchased

5 1. 1. 1.

6 2. 2. 2.

7 3. 3. 3,

8IMPORTANT: Identify by number listed above all purchases in which you covered a "short

9 sale":

10 B. Sales of TeleNav common stock (May 13, 2010 — September 2, 2010,inclusive):

11Trade Date Number of Total Sales Price

12 Month Day Year Shares Sold

13 1. 1. 1.

14 2. 2. 2.

15 3. 3. 3.

16 C. Number of shares of TeleNav common stock held at the close of trading on

17September 2, 2010:

18 YOU MUST READ AND SIGN THE RELEASE ON PAGE _. FAILURE TO SIGN

19 THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF

20 YOUR CLAIM.

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1 IV. SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS

2I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described

3in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the

4Northern District of California, with respect to my (our) claim as a Class Member and for purposes

5of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by

6and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish

7additional information to the Claims Administrator to support this claim (including transactions in

8other TeleNav securities) if requested to do so. I (We) have not submitted any other claim covering

9the same purchases or sales of TeleNav common stock during the Class Period and know of no other

10person having done so on my (our) behalf.

IIV. RELEASE

12

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,1314 finally, and forever settle, release, and discharge from the Released Claims each and all of the

15 "Released Persons," defined as each and all of the Defendants and their Related Parties. "Related

16 Parties" means each of a Defendant's past or present directors, officers, employees, partners,

17 insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors,

18 personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint

19ventures, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated

20entities, any entity in which a Defendant has a controlling interest, any members of any Individual

2122 Defendant's immediate family, or any trust of which any Individual Defendant is the settlor or which

23 is for the benefit of any Individual Defendant's family.

24 2. "Released Claims" means any and all claims, debts, demands, rights, liabilities, and

25 causes of action of every nature and description whatsoever (including, but not limited to, any

26 claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses

27or liability whatsoever), whether based on federal, state, local, statutory or common law or any other

28



1 law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or

2 unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising

3 under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, or claims arising under Sections

410(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence, gross negligence,

56 breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class

7 or individual in nature, including both known claims and Unknown Claims (as defined below),

g whether or not concealed or hidden that (i) have been asserted in this Action by the Lead Plaintiff

9 against any of the Released Persons (as defined above), or (ii) could have been asserted in the Action

10 or any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons

11 which arise out of or are based upon or related in any way to the allegations, transactions, facts,12

matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,1314 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's

15 IPO during the Class Period.

16 3. "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class

17 Member does not know or suspect to exist in his, her, or its favor at the time of the release of the

18 Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement

19with and release of the Released Persons, or might have affected his, her, or its decisions with

2021 respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate

22 and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each

23 of the Class Members shall be deemed to have, and by operation of the Judgment shall have,

24 expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code

25 § 1542, which provides:

26A general release does not extend to claims which the creditor does not

27 know or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or her

28 settlement with the debtor.



1 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed

2 to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all

3 provisions, rights, and benefits conferred by any law of any state or territory of the United States, or

4 principle of common law, which is similar, comparable or equivalent to California Civil Code

5 §1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different

6 from those which he, she, or it now knows or believes to be true with respect to the subject matter of

7 the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and

8 forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have,

9 and by operation of the Judgment shall have, fully, finally, and forever settled and released any and

10 all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,

I 1 whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of

12 law or equity now existing or coming into existence in the future, including, but not limited to,

13 conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,

14 without regard to the subsequent discovery or existence of such different or additional facts. Lead

15 Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to

16 have acknowledged, that the foregoing waiver was separately bargained for and a key element of the

17 settlement of which this release is a part.

18 4. 1(We) hereby warrant and represent that I (we) have not assigned or transferred or

19 purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this

20 release or any other part or portion thereof.

21

5. 1(We) hereby warrant and represent that I (we) have included information about all2223 of my (our) transactions in TeleNav common stock which occurred during the Class Period as well

24 as the number of shares of TeleNav common stock held by me (us) at the close of trading on

25 September 2, 2010.

26 I (We) declare under penalty of perjury under the laws of the United States of America that

27 all of the foregoing information supplied on this Proof of Claim by the undersigned is true and

28 correct.

634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC - $ -


1 Executed this day of (Month/Year)

2 in

3 (City) (State/Country)

4(Sign your name here)

5

6 (Type or print your name here)

7

8(Capacity of person(s) signing,e.g., Beneficial Purchaser,

9 Executor or Administrator)

10ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

11THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:12

1. PIease sign the above release and declaration.13

2. Remember to attach supporting documentation, if available.14

3. Do not send original stock certificates.15

4. Keep a copy of your claim form and all supporting documentation for your records.16

5. If you desire an acknowledgment of receipt of your claim form, please send it

17 Certified Mail, Return Receipt Requested.

18 6. If you move, please send us your new address.

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EXHIBIT A-3







6 [email protected]—and-

- JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)


9 Telephone: 619/231-1058619/231-7423 (fax)


I1Lead Counsel for Plaintiff

12




16 All Others Similarly Situated, )CLASS ACTION

17 Plaintiff, )SUMMARY NOTICE

18 vs. )EXHIBIT A-3

19 TELENAV, INC., et al., )

20 Defendants. )

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634287_4


I TO: ALL PERSONS WHO PURCHASED TELENAV COMMON STOCK PURSUANT TOAND/OR TRACEABLE TO TELENAV' S INITIAL PUBLIC OFFERING ("IPO") ON OR

2 ABOUT MAY 13, 2010 THROUGH AND INCLUDING SEPTEMBER 2, 2010

3 YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District

4 Court for the Northern District of California, a hearing will be held on , 2011,

5 at .m., before the Honorable Samuel Conti, at the United States District Court for the

6 Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, for the purpose

7 of determining: (1) whether the proposed settlement of the Action for the sum of $3,800,000 in cash

8 should be approved by the Court as fair, reasonable, and adequate; (2) whether, thereafter, this

9 Action should be dismissed with prejudice against the Defendants as set forth in the Stipulation of

10 Settlement dated as of July 15, 2011; (3) whether the Plan of Allocation of settlement proceeds is

11 fair, reasonable, and adequate and therefore should be approved; and (4) the reasonableness of the

12 application of Lead Counsel for the payment of attorneys' fees and expenses incurred in connection

13 with this Action, together with interest thereon.

14 If you purchased TeleNav common stock pursuant to and/or traceable to TeleNav's IPO on

15 or about May 13, 2010 through and including September 2, 2010, your rights may be affected by this

16 Action and the settlement thereof. If you have not received a detailed Notice of Proposed Settlement

17 of Class Action and a copy of the Proof of Claim and Release, you may obtain copies by writing to

18 TeleNav Securities Action, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 8040, San

19 Rafael, CA 94912-8040, or by downloading this information at www.gilardi.com . If you are a Class

20 Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of

21 Claim and Release postmarked no later than , 2011, establishing that you are entitled to a

22 recovery. You will be bound by any judgment rendered in the Action unless you request to be

23 excluded, in writing, to the above address, postmarked by , 2011.

24 Any objection to any aspect of the settlement must be filed with the Clerk of the Court no

25 later than , 2011, and received by the following no later than , 2011:

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634287_4 SUMMARY NOTICE - 10-c'v-03942-SC - 1 -



2 JEFFREY D. LIGHT655 West Broadway, Suite 1900

3 San Diego, CA 92101

4 Lead Counsel for Plaintiffs

5 WILSON SONSINI GOODRICH &ROSATI, P.C.

6 DOUGLAS J. CLARK650 Page Mill Road

7 Palo Alto, CA 94304

8 Counsel for Defendants TeleNav, Inc.,H.P. Jin, Douglas S Miller, Shawn Carolan,

9 Samuel Chen, Hon Jane Chiu, Soo Boon Koh,and Joseph M. Zaelit

10LATHAM & WATKINS LLP

1 I PATRICK E. GIBBS140 Scott Drive

12 Menlo Park, CA 94025

13 Counsel for Defendants J.P. MorganSecurities LL and Deutsche Bank Securities Inc.

14PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE

15REGARDING THIS NOTICE.

16DATED: , 2011 BY ORDER OF THE COURT

17 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

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634287_4 SUMMARY NOTICE - 10-cv-03942-SC -2-


EXHIBIT B


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10 DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SCAll Others Similarly Situated, }

11 } CLASS ACTION Plaintiff, }

12 } [PROPOSED] FINAL JUDGMENT ANDVS. } ORDER OF DISMISSAL WITH PREJUDICE

13 }TELENAV, INC., et al., } EXHIBIT B

14 }Defendants. }

15 }

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634289_3


1 This matter carne before the Court for hearing pursuant to the Order Preliminarily Approving

2 Settlement and Providing for Notice ("Order") dated , 2011, on the application of the

3 parties for approval of the settlement set forth in the Stipulation of Settlement dated as of July 15,

4 2011 (the "Stipulation"). Due and adequate notice having been given to the Class as required in said

5 Order, and the Court having considered all papers filed and proceedings had herein and otherwise

6 being fully informed in the premises and good cause appearing therefore, IT IS HEREBY

7 ORDERED, ADJUDGED, AND DECREED that:

S 1. This Judgment incorporates by reference the definitions in the Stipulation, and all

9 terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise set

10 forth herein.

11

2. This Court has jurisdiction over the subject matter of the Action and over all parties to1213 the Action, including all Members of the Class.

14 3. The Court hereby finally certifies a Class defined as: "all Persons (other than those

15 Persons who timely and validly requested exclusion from the Class) who purchased TeleNav

16 common stock pursuant to and/or traceable to the Company's IPO on or about May 13, 2010 through

17 September 2, 2010, inclusive. Excluded from the Class are Defendants, members of the immediate

18 family of the Individual Defendants, the directors, officers, subsidiaries, and affiliates of TeleNav19

and the Underwriter Defendants, any person, firm, trust, corporation, officer, director or other2021 individual or entity in which any Defendant has a controlling interest, and the legal representatives,

22 affiliates, heirs, successors-in-interest or assigns of any such excluded person."

23 4. Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the

24 settlement set forth in the Stipulation as fair, reasonable, and adequate.

25 5. Accordingly, the Court authorizes and directs implementation and performance of all

26the terms and provisions of the Stipulation, as well as the terms and provisions hereof. The Court

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6342893 [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE- 10-cv-03942-SC _ 1 _


1 hereby dismisses the Action and all Released Claims of the Class with prejudice without costs as to

2 any party, except as and to the extent provided in the Stipulation and herein.

3 6. Upon the Effective Date hereof, the Lead Plaintiff, and each and every Class Member

4shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever

56 waived, released, relinquished, discharged, and dismissed each and every one of the Released Claims

7 against each and every one of the Released Persons, whether or not such Class Member executes and

g delivers the Proof of Claim and Release, and whether or not such Class Member shares in the

9 Settlement Fund.

10 7. All Class Members are hereby forever barred and enjoined from prosecuting any of

11the Released Claims against any of the Released Persons.

12

8. Upon the Effective Date hereto, each of the Released Persons shall be deemed to1314 have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished,

15 and discharged Lead Plaintiff, each and all of the Class Members, Lead Counsel, and Plaintiffs'

16 Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection

17 with the institution, prosecution, assertion, settlement or resolution of the Action or the Released

18 Claims.

19

9. The Notice of Proposed Settlement of Class Action given to the Class was the best20

notice practicable under the circumstances, including the individual notice to all Members of the2122 Class who could be identified through reasonable effort. Said notice provided the best notice

23 practicable under the circumstances of those proceedings and of the matters set forth therein,

24 including the proposed settlement set forth in the Stipulation, to all Persons entitled to such notice,

25 and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the

26 requirements of due process.

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634289_3 [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE- 10-cv-03942-SC -2-


1 10. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding

2 any attorneys' fee and expense application shall in no way disturb or affect this Final Judgment and

3 shall be considered separate from this Final Judgment.

4

11. Neither the Stipulation nor the settlement contained therein, nor any act performed or56 document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be

7 deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,

g or of any wrongdoing or liability of the Defendants or their respective Related Parties, or (b) is or

9 may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any

10 of the Defendants or their respective Related Parties in any civil, criminal, or administrative

11 proceeding in any court, administrative agency, or other tribunal. The Defendants and/or their12

respective Related Parties may file the Stipulation and/or this Judgment from this action in any other1314 action that may be brought against them in order to support a defense or counterclaim based on

15 principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or

16 reduction, or any other theory of claim preclusion or issue preclusion or similar defense or

17 counterclaim.

18 12. Without affecting the finality of this Judgment in any way, this Court hereby retains

19continuing jurisdiction over: (a) implementation of this settlement and any award or distribution of

20the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund;

2122 (c) hearing and determining applications for attorneys' fees, interest, and expenses in the Action; and

23 (d) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation.

24 13. The Court finds that during the course of the Action, the Settling Parties and their

25 respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure

26 11.

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634289_3 [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE- 10-cv-03942-SC -3 -


1 14. In the event that the settlement does not become effective in accordance with the

2 terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement

3 Fund, or an portion thereof, is returned to the Defendants or their insurers then this Judgmenty p shall4

be rendered null and void to the extent provided by and in accordance with the Stipulation and shall56 be vacated and, in such event, all orders entered and releases delivered in connection herewith shall

7 be null and void to the extent provided by and in accordance with the Stipulation.

8 15. Without further order of the Court, the Settling Parties may agree to reasonable

9 extensions of time to carry out any of the provisions of the Stipulation.

10 IT IS SO ORDERED.

11

12 DATED:

13 THE HONORABLE SAMUEL CONTIUNITED STATES SENIOR DISTRICT JUDGE

14Submitted by:

15 ROBBINS GELLER RUDMAN16 &DOWD LLP

SHAWN A. WILLIAMS17 DANIEL J. PFEFFERBAUM

Post Montgomery Center18 One Montgomery Street, Suite 1800

San Francisco, CA 941041 9 Telephone: 415/288-4545

415/288-4534 (fax)

20 ROBBINS GELLER RUDMAN21 & DOWD LLP

JOHN J. RICE22 JEFFREY D. LIGHT

23

24 JEFFREY D. LIGHT

25 655 West Broadway, Suite 190026 San Diego, CA 92101-3301

Telephone: 619/231-105827 619/231-7423 (fax)

28 Lead Counsel for Plaintiff



1JOHNSON & WEAVER, LLP

2 FRANK J. JOHNSONBRETT M. WEAVER


4 Telephone: 619/230-0063619/238-0622 (fax)

5Additional Counsel for Plaintiff

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1 CERTIFICATE OF SERVICE

2 I hereby certify that on July 15, 2011, I authorized the electronic filing of the foregoing with

3 the Clerk of the Court using the CM/ECF system which will send notification of such filing to the

4 e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I

5 caused to be mailed the foregoing document or paper via the United States Postal Service to the non-

6 CMIECF participants indicated on the attached Manual Notice List.

7 I further certify that I caused this document to be forwarded to the following Designated

8 Internet Site at: http://securities.stanford.edu .

9 I certify under penalty of perjury under the laws of the United States of America that the

10 foregoing is true and correct. Executed on July 15, 2011.

11s/ Jeffrey D. Light

12 JEFFREY D. LIGHT

13ROBBINS GELLER RUDMAN

14 & DOWD LLP655 West Broadway, Suite 1900

15 San Diego, CA 92101-3301Telephone: 619/231-1058

16 619/231-7423 (fax)

17 E-mail Jeffl@rgrdlaw,com

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634274_4

CAND-ECF- Case3:10-cv-03942-SC Document27 Filed07/15/11 Page73 of 73 Page 1 of 1

Mailing Information for a Case 3:10-cv-03942-SC

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

• Molly Allison [email protected],[email protected]

• Douglas John [email protected]

• Benjamin Matthew [email protected]

• Patrick Edward [email protected],[email protected] ,[email protected] ,[email protected]

• Caz [email protected] ,[email protected] ,[email protected]

• Tricia Lynn [email protected],e [email protected],[email protected]

• Daniel Jacob [email protected],khuang@rgrd law.com ,erinj @rgrdlaw.com ,e_file_sd@rgrd law.com,e_file_sf@rgrd law.com

• Darren Jay Robbinse_file—[email protected]

• David Conrad [email protected]

• Sara Terese [email protected],[email protected] ,[email protected]

• Shawn A. [email protected] ,[email protected] ,[email protected],e_fil [email protected],e_file_sf@rgrd law.com

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore requiremanual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order tocreate notices or labels for these recipients.

Boris FeldmanWilson Sonsini Goodrich & Rosati650 Page Mill RoadPalo Alto, CA 94304-1050

https://eef.cand.uscourts.gov/cgi-bin/MailList.pl?559038397867767-L_366_0-1 7/14/2011

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