REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 3

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 3: For the preceding part double click  ID:nPRr16C64b 

ESPP                                           
the Fleetmatics Employee Stock Purchase Plan

Fleetmatics
Group                                           
Fleetmatics and all of its Subsidiaries

Fleetmatics
Option                                          
an option to purchase Fleetmatics Ordinary Shares

Fleetmatics Ordinary
Shares                            the 66,666,663
ordinary shares of €0.015 each in the capital of Fleetmatics

Fleetmatics Share
Award                                  an
award denominated in Fleetmatics Ordinary Shares, other than a Fleetmatics
Option

Fleetmatics Share
Plan                                    the
Fleetmatics Amended and Restated 2011 Stock Option and Incentive Plan and the
Fleetmatics ESPP

Fleetmatics Shareholder Approval                   (i) the
approval of the Scheme by a majority in number of the Fleetmatics Shareholders
representing three-fourths (75%) or more in value of the Fleetmatics Ordinary
Shares held by such holders, present and voting either in person or by proxy,
at the Court Meeting (or at any adjournment of such meeting) and (ii) the EGM
Resolutions being duly passed by the requisite majorities of Fleetmatics
Shareholders

Fleetmatics
Shareholders                                
the holders of Fleetmatics Ordinary Shares

Fleetmatics Superior Proposal                         a
written bona fide Fleetmatics Alternative Proposal made by any person that the
Fleetmatics Board determines in good faith (after consultation with
Fleetmatics’ financial advisor and outside legal counsel) is more favourable
to the Fleetmatics Shareholders than the transactions contemplated by the
Transaction Agreement, taking into account such financial, regulatory, legal
and other aspects of such proposal as the Fleetmatics Board considers in good
faith to be appropriate (it being understood that, for purposes of the
definition of “Fleetmatics Superior Proposal”, references to “20%” in
the definition of Fleetmatics Alternative Proposal shall be deemed to refer to
“75%”)

High
Court                                                      
the High Court of Ireland

Ireland                                                            
the island of Ireland, excluding Northern Ireland, and the word “Irish”
shall be construed accordingly

Irrecoverable
VAT                                           
in relation to any person, any amount in respect of VAT which that person (or
a member of the same VAT Group as that person) has incurred and in respect of
which neither that person nor any other member of the same VAT Group as that
person is entitled to a refund (by way of credit or repayment) from any
relevant Tax Authority pursuant to and determined in accordance with Section
59 of the Value Added Tax Consolidation Act 2010 and any regulations made
under that Act or similar provision in any other jurisdiction

ISIN                                                                 
International Securities Identification Number

Northern
Ireland                                              
the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the
island of Ireland

NYSE                                                              
the New York Stock Exchange

Parties
                                                           
Fleetmatics and the Verizon Parties and “Party” shall mean either
Fleetmatics, on the one hand, or Verizon or the Verizon Parties (whether
individually or collectively), on the other hand (as the context requires)

Person or
person                                            
an individual, group (including a “group” under Section 13(d) of the
Exchange Act), corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organisation or other entity or
any Relevant Authority or any department, agency or political subdivision
thereof

Petition                                                           
the petition to the High Court seeking the Court Order

PJT                                                                 
PJT Partners LP, a limited partnership formed under the laws of the State of
Delaware, having its registered office at c/o Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, Delaware 19808

Pre Sanction
Period                                        
the period beginning at 12:01 a.m., New York City time, on the tenth day prior
to the date most recently scheduled and publicly announced as the date of the
Court Hearing (as such date may be rescheduled and publicly announced from
time to time in accordance with the Transaction Agreement, including without
limitation, Clause 3.1(q) of the Transaction Agreement, and applicable Law)
and ending at 5:00 p.m., New York City time, on the day immediately preceding
such date most recently scheduled and publicly announced as the date of the
Court Hearing; provided, that, for the avoidance of doubt, if the date Court
Hearing is so rescheduled and publicly announced as such, then such period
shall be determined in reference to the date of such rescheduled and publicly
announced Court Hearing

Proxy
Statement                                              
the proxy statement of Fleetmatics (including any amendments or supplements
thereto), to be filed with the SEC and mailed to Fleetmatics Shareholders,
comprising (i) the Scheme, (ii) the notice or notices of the Court Meeting
and EGM, (iii) an explanatory statement as required by Section 452 of the Act
with respect to the Scheme, (iv) such other information as may be required or
necessary pursuant to the Act and the Takeover Rules or required by the Panel
and (v) such other information as Fleetmatics and Verizon shall agree

Reduction of
Capital                                        
the reduction of the share capital of Fleetmatics by the cancellation of the
Scheme Shares, to be effected as part of the Scheme

Registrar of
Companies                                   
the Registrar of Companies in Dublin, Ireland

Regulatory Information Service                        a
regulatory information service as defined in the Takeover Rules

Relevant
Authority                                           
any Irish, United States, foreign or supranational, federal, state or local
governmental commission, board, body, division, political subdivision, bureau
or other regulatory authority, agency, including courts and other judicial
bodies, or any competition, antitrust or supervisory body, central bank,
public international organization or other governmental, trade or regulatory
agency or body, securities exchange or any self-regulatory body or authority,
including any instrumentality or entity designed to act for or on behalf of
the foregoing, in each case, in any jurisdiction, including, for the avoidance
of doubt, the Panel, the High Court and the SEC

Resolutions                                                     
collectively, the Court Meeting Resolution and the EGM Resolutions, which will
be set out in the Scheme Document

Restricted
Jurisdiction                                    
any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available in that jurisdiction

Sanction
Date                                                  
the date on which the Condition in paragraph 2(c) of Appendix I to this
Announcement is satisfied

Scheme or Scheme of Arrangement                 the proposed
scheme of arrangement pursuant to Sections 449 to 455 of the Act and the
Reduction of Capital to effect the proposed scheme of arrangement pursuant to
the Transaction Agreement, in such terms and form as Verizon, Fleetmatics and
Bidco, acting reasonably, mutually agree, including any revision thereof as
may be agreed between Verizon, Fleetmatics and Bidco in writing

Scheme
Document                                          
a document (or the relevant sections of the Proxy Statement comprising the
scheme document) (including any amendments or supplements thereto) to be
distributed to Fleetmatics Shareholders and, for information only, to
Fleetmatics Equity Award Holders containing (i) the Scheme, (ii) the notice
or notices of the Court Meeting and EGM, (iii) an explanatory statement as
required by Section 452 of the Act with respect to the Scheme, (iv) such
other information as may be required or necessary pursuant to the Act and the
Takeover Rules or required by the Panel and (v) such other information as
Fleetmatics and Verizon shall agree

Scheme
Recommendation                               the
recommendation of the Fleetmatics Board that Fleetmatics Shareholders vote in
favour of the Resolutions

Scheme
Shareholders                                     
holders of Scheme Shares

Scheme
Shares                                               
shall mean Fleetmatics Ordinary Shares subject to the Scheme

SEC                                                                
the United States Securities and Exchange Commission

Subsidiary                                                      
in relation to any person, any corporation, partnership, association, trust or
other form of legal entity of which such person directly or indirectly owns
securities or other equity interests representing more than 50% of the
aggregate voting power;

Takeover
Offer                                                 
an offer in accordance with Clause 3.6 of the Transaction Agreement for the
entire issued share capital of Fleetmatics (other than any Fleetmatics Shares
beneficially owned by Verizon or any member of the Verizon Group (if any))
including any amendment or revision thereto pursuant to the Transaction
Agreement, the full terms of which would be set out in the Takeover Offer
Document

Takeover Offer
Document                                 if
following the date of the Transaction Agreement, Verizon elects to implement
the Acquisition by way of the Takeover Offer in accordance with Clause 3.6 of
the Transaction Agreement, the document to be despatched to Fleetmatics
Shareholders and others by Verizon containing, amongst other things, the
Takeover Offer, the Conditions (save insofar as not appropriate in the case of
a Takeover Offer) and certain information about Verizon and Fleetmatics and,
where the context so admits, includes any form of acceptance, election, notice
or other document reasonably required in connection with the Takeover Offer

Takeover Panel, Irish Takeover Panel               the Irish
Takeover Panel

or
Panel                                                         

Takeover
Rules                                               
the Irish Takeover Panel Act 1997 (as amended), Takeover Rules 2013 (as
amended)

Tax
Authority                                                  
any Relevant Authority responsible for the assessment, collection or
enforcement of laws relating to taxes or for making any decision or ruling on
any matter relating to tax (including the Internal Revenue Service and the
Irish Revenue Commissioners and any similar state, local, or non-U.S. revenue
agency)

Transaction
Agreement                                   
has the meaning given to that term in paragraph 11 of this Announcement
(Acquisition related arrangements)

Treasury or Treasury
Shares                            Fleetmatics
Ordinary Shares held as treasury shares as provided for in Section 109 of the
Act

U.S., US or United
States                                  the
United States, its territories and possessions, any State of the United States
and the District of Columbia, and all other areas subject to its jurisdiction

U.S.
GAAP                                                      
U.S. generally accepted accounting principles

VAT                                                                 
any tax imposed by any member state of the European Community in conformity
with the Directive of the Council of the European Union on the common system
of value added tax (2006/112/EC) and any tax similar to or replacing same

VAT
Group                                                      
a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010
and any similar VAT grouping arrangement in any other jurisdiction

Verizon                                                           
Verizon, a corporation incorporated in the State of Delaware, having its
registered office at The Corporation Trust Company, 1209 Orange St,
Wilmington, Delaware 19801

Verizon
Directors                                            
the members of the board of directors of Verizon

Verizon
Group                                                
Verizon and all of its Subsidiaries

Verizon
Parties                                               
together, Verizon and Bidco

Wells Fargo
Securities                                    
Wells Fargo Securities, LLC, having its registered office at 550 South Tryon
Street Charlotte, NC 28202

US$ or
dollars                                                 
United States dollars, the lawful currency of the United States of America

All times referred to in this Announcement are to New York City times unless
otherwise stated.
APPENDIX IV

TRANSACTION AGREEMENT

Dated July 30, 2016

Fleetmatics Group PLC,

Verizon Business International Holdings B.V.

and

 
 Verizon Communications Inc.,
 

Transaction Agreement

 

CONTENTS

1.........
INTERPRETATION.........................................................................................................
1

1.1......
Definitions..............................................................................................................
1

1.2......
Construction.........................................................................................................
16

1.3......
Captions................................................................................................................
16

1.4......
Time......................................................................................................................
17

2......... RULE 2.5 ANNOUNCEMENT, SCHEME DOCUMENT AND Fleetmatics EQUITY AWARD
HOLDER
PROPOSAL...................................................................................
17

2.1...... Rule 2.5
Announcement.......................................................................................
17

2.2......
Scheme.................................................................................................................
17

2.3...... Change in
Shares..................................................................................................
18

2.4...... Fleetmatics Equity Award Holder
Proposal......................................................... 18

3......... IMPLEMENTATION OF THE
SCHEME..................................................................... 19

3.1...... Responsibilities of Fleetmatics in Respect of the
Scheme................................... 19

3.2...... Responsibilities of Bidco and Verizon in Respect of the
Scheme....................... 22

3.3...... Mutual Responsibilities of the
Parties.................................................................. 23

3.4...... Dealings with the
Panel........................................................................................
24

3.5...... No Scheme Amendment by
Fleetmatics.............................................................. 25

3.6...... Switching to a Takeover
Offer.............................................................................
26

3.7...... Preparation of Proxy
Statement...........................................................................
28

4......... FLEETMATICS EQUITY
AWARDS............................................................................
29

4.1...... Treatment of Equity
Awards................................................................................
29

4.2...... Fleetmatics Options Granted under the Fleetmatics Share
Plans......................... 29

4.3...... Fleetmatics Share Awards Granted under the Fleetmatics Share
Plans............... 29

4.4......
Implementation.....................................................................................................
30

4.5...... Amendment of
Articles........................................................................................
31

4.6...... Fleetmatics
ESPP.................................................................................................
31

5......... Fleetmatics
CONDUCT...................................................................................................
31

5.1...... Conduct of Business by
Fleetmatics....................................................................
31

5.2...... Non-Solicitation Applicable to
Fleetmatics.......................................................... 36

6......... REPRESENTATIONS AND
WARRANTIES.............................................................. 41

6.1...... Fleetmatics Representations and
Warranties........................................................ 41

6.2...... Verizon and Bidco Representations and
Warranties............................................ 68

7......... ADDITIONAL
AGREEMENTS....................................................................................
72

7.1......
Investigation.........................................................................................................
72

7.2...... Consents and Regulatory
Approvals....................................................................
72

7.3...... Directors’ and Officers’ Indemnification and
Insurance..................................... 76

7.4...... Employment and Benefit
Matters........................................................................
78

7.5...... Tax
Matters...........................................................................................................
80

7.6...... Rule 16b-3
Actions...............................................................................................
80

7.7...... Transaction
Litigation...........................................................................................
81

7.8...... Acquisition
Implementation.................................................................................
81

7.9...... Fleetmatics
Indebtedness.....................................................................................
82

8......... COMPLETION OF
ACQUISITION..............................................................................
83

8.1......
Completion...........................................................................................................
83

9.........
TERMINATION..............................................................................................................
86

9.1......
Termination...........................................................................................................
86

10.......
GENERAL.......................................................................................................................
89

10.1....
Announcements....................................................................................................
89

10.2....
Notices..................................................................................................................
90

10.3....
Assignment...........................................................................................................
92

10.4....
Counterparts.........................................................................................................
92

10.5....
Amendment..........................................................................................................
92

10.6.... Entire
Agreement.................................................................................................
92

10.7.... Inadequacy of
Damages.......................................................................................
92

10.8.... Remedies and
Waivers.........................................................................................
93

10.9....
Severability...........................................................................................................
93

10.10.. No Partnership and No
Agency...........................................................................
93

10.11.. Further
Assurance.................................................................................................
94

10.12.. Costs and
Expenses..............................................................................................
94

10.13.. Governing Law and
Jurisdiction..........................................................................
94

10.14.. Third Party
Beneficiaries......................................................................................
95

10.15.. Non Survival of Representations and
Warranties................................................ 95

 

THIS AGREEMENT is made on July 30, 2016

AMONG:

(1)               VERIZON COMMUNICATIONS INC., a corporation
incorporated in the State of Delaware (hereinafter called “Verizon”),

(2)               VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V.,
a private limited liability company incorporated under the laws of the
Netherlands and a wholly-owned subsidiary of Verizon (“Bidco”), and

(3)               FLEETMATICS GROUP PLC, a public limited
company incorporated in Ireland with registered number 516472 having its
registered office at Floors 1 and 2, Block C, Cookstown Court, Cookstown
Industrial Estate, Belgard Road, Tallaght, Dublin 24, Ireland (hereinafter
called “Fleetmatics”).

RECITALS:

(A)             Verizon has agreed to make a proposal to cause
Bidco to acquire Fleetmatics on the terms set out in the Rule 2.5 Announcement
(as defined below).

(B)             This Agreement (this “Agreement”) sets out
certain matters relating to the conduct of the Acquisition (as defined below)
that have been agreed by the Parties (as defined below).

(C)             The Parties intend that the Acquisition will be
implemented by way of the Scheme (as defined below).

THE PARTIES AGREE as follows:

1.                  INTERPRETATION

1.1              Definitions

In this Agreement the following words and expressions shall have the meanings
set opposite them:

“Acquisition”, the proposed acquisition by Bidco of Fleetmatics by means
of the Scheme or the Takeover Offer (and any such Scheme or Takeover Offer as
it may be revised, amended or extended from time to time) pursuant to this
Agreement (whether by way of the Scheme or the Takeover Offer in accordance
with the terms of this Agreement) (including the payment by Bidco of the
aggregate Cash Consideration pursuant to the Scheme or the Takeover Offer), as
described in the Rule 2.5 Announcement and provided for in this Agreement;

“Act”, the Companies Act 2014 of Ireland and every modification and
re-enactment thereof for the time being in force;

“Acting in Concert”, shall have the meaning given to that term in the
Irish Takeover Panel Act 1997, as amended;

“Action”, any civil, criminal or administrative actions, suits, demands,
claims, hearings, notices of violation, investigations, proceedings, demand
letters, settlements or enforcement actions by, from or before any Relevant
Authority;

“Affiliate”, in relation to any person, another person that, directly or
indirectly, controls, is controlled by, or is under common control with, such
first person (as used in this definition, “control” (including, with its
correlative meanings, “controlled by” and “under common control with”)
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of management or policies of a person, whether through the
ownership of securities or partnership or other ownership interests, by
Contract or otherwise);

“Agreed Form”, in relation to any document, the form of that document
which has been agreed to by or on behalf of each of the Parties;

“Agreement”, shall have the meaning given to that term in the Recitals;

“Antitrust Laws”, shall have the meaning given to that term in Clause
7.2(d);

“Antitrust Order”, any legislative, administrative or judicial action,
decree, judgment, injunction, decision or other order (whether temporary,
preliminary or permanent) that restricts, prevents or prohibits the
consummation of the Acquisition or any other transactions contemplated by the
Transaction Agreement under any Antitrust Law;

“Applicable Withholding Amount”, such amounts as are required to be
withheld or deducted under the Code or any provision of state, local or
foreign Tax Law with respect to the payment made in connection with the
cancellation or conversion of a Fleetmatics Option or Fleetmatics Share Award
or the payment of any dividend equivalents, as applicable;

“Bidco”, shall have the meaning given to that term in the Preamble;

“Bribery Act”, the United Kingdom Bribery Act 2010;

“Bribery Legislation”, all and any of the following: the FCPA; the
Organization For Economic Co-operation and Development Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions and
related implementing legislation; the relevant common law or legislation in
England and Wales relating to bribery and/or corruption, including, the Public
Bodies Corrupt Practices Act 1889; the Prevention of Corruption Act 1906 as
supplemented by the Prevention of Corruption Act 1916 and the Anti-Terrorism,
Crime and Security Act 2001; the Bribery Act 2010; the Proceeds of Crime Act
2002; and any anti-bribery or anti-corruption related provisions in criminal
and anti-competition laws and/or anti-bribery, anti-corruption and/or
anti-money laundering laws of any jurisdiction in which the Fleetmatics Group
operates or has sought to operate;

“Business Day”, any day, other than a Saturday, Sunday or a day on which
banks in Ireland or in the State of New York are authorised or required by law
or executive order to be closed;

“Cash Consideration”, US$60.00 per Fleetmatics Ordinary Share;

“Cause” shall have the meaning set forth in any written employment
agreement between Fleetmatics, Verizon or any Subsidiary of Fleetmatics or
Verizon and the employee.  If the employee or director is not party to any
such employment agreement or the employment agreement does not contain a
definition of Cause, it shall mean (i) any material breach by the employee of
any agreement between the employee and Fleetmatics; (ii) the conviction of,
indictment for or plea of nolo contendere or equivalent by the employee to a
felony or a crime involving moral turpitude; or (iii) any material misconduct
or willful and deliberate non-performance (other than by reason of disability)
by the employee of the employee’s duties to Fleetmatics; provided, however,
for the avoidance of doubt, the termination, resignation or removal of the
employee or director as required by this Agreement shall not be a termination
for Cause;

“CERCLA”, shall have the meaning given to that term in Clause 6.1(h);

“Clearances”, all consents, clearances, approvals, permissions, permits,
nonactions, orders and waivers to be obtained from, and all registrations,
applications, notices and filings to be made with or provided to, any Relevant
Authority or other third party in connection with the implementation of the
Scheme and/or the Acquisition;

“Code”, means the United States Internal Revenue Code of 1986, as amended;

“Completion”, completion of the Acquisition;

“Completion Date”, shall have the meaning given to that term in Clause
8.1(a)(i);

“Concert Parties”, such persons as are deemed to be acting in concert with
Verizon pursuant to Rule 3.3 of Part A of the Takeover Rules;

“Conditions”, the conditions to the Scheme and the Acquisition set out in
Appendix III of the Rule 2.5 Announcement, and “Condition” means any one
of the Conditions;

“Confidential Information”, shall have the meaning given to that term in
the Confidentiality Agreement;

“Contract”, any contract (written or oral), note, bond, mortgage,
indenture, deed of trust, license, lease, agreement, arrangement, commitment
or other instrument or obligation that is legally binding;

“Confidentiality Agreement”, the confidentiality agreement between
Fleetmatics and Verizon, dated as of May 16, 2016, as it may be amended from
time to time;

“Court Hearing”, the hearing by the High Court of the Petition to sanction
the Scheme under Section 449 to 455 of the Act;

“Court Meeting”, the meeting or meetings of the Fleetmatics Shareholders
(and any adjournment thereof) convened pursuant to Section 450 of the Act to
consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Meeting Resolution”, the resolution to be proposed at the Court
Meeting for the purposes of approving and implementing the Scheme;

“Court Order”, the order or orders of the High Court sanctioning the
Scheme under Sections 449 to 455 of the Act and confirming the reduction of
capital necessary to implement the Scheme under Sections 84 and 85 of the Act;

“Credit Agreement”, the Credit Agreement, dated as of January 21, 2015, by
and among Fleetmatics, Fleetmatics Development Limited, and Fleetmatics USA,
LLC as the borrowers, certain financial institutions as the lenders (the
“Lenders”) and Citibank, N.A., as administrative agent for the Lenders, as
amended by that First Amendment to Credit Agreement, dated as of April 29,
2016.

“DTC”, shall have the meaning given to that term in Clause 8.1(d)(ii);

“DTC Payment”,  shall have the meaning given to that term in Clause
8.1(d)(ii);

“Effective Date”, the date on which the Scheme becomes effective in
accordance with its terms;

“Effective Time”, the time on the Effective Date at which the Court Order
is delivered to and a copy of the minute required by Section 86 of the Act are
registered by the Registrar of Companies;

“EGM Resolutions”, the resolutions to be proposed at the EGM for the
purposes of approving and implementing the Scheme, the reduction of capital of
Fleetmatics necessary to implement the Scheme, changes to the articles of
association of Fleetmatics and such other matters as Fleetmatics reasonably
determines to be necessary or desirable for the purposes of implementing the
Acquisition as have been approved by Verizon (such approval not to be
unreasonably withheld, conditioned or delayed);

“End Date”, December 31, 2016; provided, that if as of such date all
Conditions (other than (i) Conditions 3(a) and/or 3(b), (ii) Condition 3(d)
(if, in the case of this clause (ii), the reason for the failure of such
Condition is an Antitrust Order) and/or (iii) Conditions 2(c) and 2(d) (if, in
the case of this clause (iii), the reason for the failure of such Conditions
is the failure of the Conditions set forth in clause (i) and/or (ii) of this
definition to have been satisfied)) have been satisfied (or, in the sole
discretion of the applicable Party, waived (where applicable)) or would be
satisfied (or, in the sole discretion of the applicable Party, waived (where
applicable)) if the Acquisition were completed on such date, the “End
Date” shall be extended to August 1, 2017 and in such case all references in
this Agreement to the “End Date” shall be deemed to be to August 1, 2017;

“Environmental Laws”, shall have the meaning given to that term in Clause
6.1(h);

“Environmental Liability”, shall have the meaning given to that term in
Clause 6.1(h);

“Environmental Permits”, shall have the meaning given to that term in
Clause 6.1(h);

“ERISA”, the United States Employee Retirement Income Security Act of
1974, as amended;

“ERISA Affiliate”, with respect to any entity, trade or business, any
other entity, trade or business that is a member of a group described in
Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA
that includes the first entity, trade or business, or that is a member of the
same “controlled group” as the first entity, trade or business pursuant to
Section 4001(a)(14) of ERISA;

“€”, “EUR”, or “euro”, the single currency unit provided for in
Council Regulation (EC) NO974/98 of 8 May 1990, being the lawful currency of
Ireland;

“Exchange Act”, the United States Securities Exchange Act of 1934, as
amended;

“Expenses Reimbursement Agreement”, the expenses reimbursement agreement
dated as of the date hereof between Fleetmatics and Verizon, the terms of
which have been approved by the Panel;

“Extraordinary General Meeting” or “EGM”, the extraordinary general
meeting of the Fleetmatics Shareholders (and any adjournment thereof) to be
convened in connection with the Scheme, expected to be convened as soon as the
preceding Court Meeting shall have been concluded or adjourned (it being
understood that if the Court Meeting is adjourned, the EGM shall be
correspondingly adjourned);

“FCPA”, United States Foreign Corrupt Practices Act of 1977, as amended;

“Final Enrollment Date”, shall have the meaning given to that term in
Clause 4.6;

“Fleetmatics”, shall have the meaning given to that term in the Preamble;

“Fleetmatics A Deferred Shares”, shall have the meaning given to that term
in Clause 6.1(b)(i);

“Fleetmatics Alternative Proposal”, shall have the meaning given to that
term in Clause 5.2(f);

“Fleetmatics Benefit Plan”, each employee or director benefit plan,
program, agreement or arrangement, whether or not written, including any
employee welfare benefit plan within the meaning of Section 3(1) of ERISA
(whether or not such plan is subject to ERISA), any employee pension benefit
plan within the meaning of Section 3(2) of ERISA (whether or not such plan is
subject to ERISA) and any bonus, incentive, deferred compensation, vacation,
stock purchase, stock or stock-based, severance, retention, employment, change
of control or material fringe benefit plan, program, agreement or arrangement
that is or has been sponsored, maintained or contributed to by the Fleetmatics
Group or in respect of which any member of the Fleetmatics Group has any
liability or other obligation;

“Fleetmatics Board”, the board of directors of Fleetmatics;

“Fleetmatics Capitalisation Date”, shall have the meaning given to that
term in Clause 6.1(b)(i);

“Fleetmatics Change of Recommendation”, shall have the meaning given to
that term in Clause 5.2(c);

“Fleetmatics Deferred Shares”, shall have the meaning given to that term
in Clause 6.1(b)(i);

“Fleetmatics Deficit”, the deficit in the distributable reserves of
Fleetmatics;

“Fleetmatics Directors”, the members of the board of directors of
Fleetmatics;

“Fleetmatics Disclosure Schedule”, shall have the meaning given to that
term in Clause 6.1;

“Fleetmatics Employees”, the employees of Fleetmatics or any Subsidiary of
Fleetmatics who remain employed after the Effective Time;

“Fleetmatics Equity Award Holder Proposal”, the proposal of Verizon to the
Fleetmatics Equity Award Holders to be made in accordance with Clause 4, Rule
15 of the Takeover Rules and the terms of the Fleetmatics Share Plan;

“Fleetmatics Equity Award Holders”, the holders of Fleetmatics Options
and/or Fleetmatics Share Awards;

“Fleetmatics Equity Schedule”, shall have the meaning given to that term
in Clause 6.1(b)(ii);

“Fleetmatics ESPP”, shall have the meaning given to that term in Clause
4.6;

“Fleetmatics Group”, Fleetmatics and all of its Subsidiaries;

“Fleetmatics Indemnified Parties” (and “Fleetmatics Indemnified
Party”), shall have the meaning given to that term in Clause 7.3(b);

“Fleetmatics Leased Real Property”, shall have the meaning given to that
term in Clause 6.1(p)(ii);

“Fleetmatics Licensed Software”, all Software licensed to Fleetmatics or
its Subsidiaries;

“Fleetmatics Material Adverse Effect”, such event, development,
occurrence, state of facts or change that has (1) a material adverse effect on
the ability of the Fleetmatics Group to consummate the transactions
contemplated hereby or (2) a material adverse effect on the business, results
of operations, or financial condition of Fleetmatics and its Subsidiaries,
taken as a whole, but in each case, excluding (a) events, developments,
occurrences, states of facts or changes to the extent arising from
(i) changes generally affecting the economy or the financial, debt, credit or
securities markets (including changes in interest or exchange rates), in each
case in the United States or elsewhere, (ii) changes generally affecting the
industry in which Fleetmatics and its Subsidiaries operate, (iii) changes in
any political conditions or developments in general, or resulting from any
outbreak or escalation of hostilities, declared or undeclared acts of war or
terrorism,  or (iv) changes in the provisions of U.S. GAAP, the
International Financial Reporting Standards, the International Accounting
Standards Board or other accounting standards (or interpretations thereof)
(provided, that in each of the foregoing clauses (i)-(iv), such events may be
taken into account to the extent Fleetmatics is disproportionately affected
relative to other similarly situated companies in the industry in which
Fleetmatics and its Subsidiaries operate, in which case only the incremental
disproportionate impact or impacts may be taken into account in determining
whether or not there has been a Fleetmatics Material Adverse Effect); or
(b) any decline in the stock price of the Fleetmatics Ordinary Shares on the
NYSE or any failure to meet internal or published projections, forecasts or
revenue or earning predictions for any period (provided that the underlying
causes of such decline or failure may, to the extent not otherwise excluded,
be considered in determining whether there is a Fleetmatics Material Adverse
Effect); or (c) any events, developments, occurrences, states of facts or
changes resulting from the announcement or the existence of this Agreement or
the transactions contemplated hereby, including the impact thereon on
relationships (contractual or otherwise) with customers, vendors, lenders,
employees or other business partners and any litigation arising therefrom or
with respect thereto (except that this clause (c) shall not apply with respect
to Fleetmatics’ representations and warranties in Clause 6.1(c)(iii)); or
(d) any events, developments, occurrences, states of facts or changes
resulting from the taking by Fleetmatics of any action expressly required by
this Agreement, or the failure by Fleetmatics to take any action expressly
prohibited by this Agreement (except that this clause (d) shall not apply with
respect to any events, developments, occurrences, states of facts or changes
resulting from any actions or omissions of Fleetmatics required to comply with
Clause 5.1 unless and only to the extent that any such events, developments,
occurrences, states of facts or changes are the direct result of Verizon
unreasonably withholding its consent to Fleetmatics’ written request for
consent under Clause 5.1 delivered in accordance with the notice requirements
set forth in Clause 10.2);

“Fleetmatics Material Contracts”, shall have the meaning given to that
term in Clause 6.1(s)(i);

“Fleetmatics Memorandum and Articles of Association”, shall have the
meaning given to that term in Clause 6.1(a);

“Fleetmatics Option”, an option to purchase Fleetmatics Ordinary Shares;

“Fleetmatics Ordinary Shares” shall have the meaning given to that term in
Clause 6.1(b)(i).

“Fleetmatics Owned Real Property”, shall have the meaning given to that
term in Clause 6.1(p)(i);

“Fleetmatics Paying Agent Fund”, shall have the meaning given to that term
in Clause 8.1(d)(i);

“Fleetmatics Permits”, shall have the meaning given to that term in Clause
6.1(g)(ii);

“Fleetmatics Permitted Lien”, shall have the meaning given to that term in
Clause 6.1(p)(i);

“Fleetmatics Preferred Shares”, shall have the meaning given to that term
in Clause 6.1(b)(i);

“Fleetmatics Product”, all products (including Software) and services that
are being or have been researched, developed, commercialized, manufactured,
sold, provided, licenses or distributed by Fleetmatics or any of its
Subsidiaries;

“Fleetmatics SEC Documents”, shall have the meaning given to that term in
Clause 6.1(d)(i);

“Fleetmatics Series A Preferred Shares”, shall have the meaning given to
that term in Clause 6.1(b)(i);

“Fleetmatics Series B Preferred Shares”, shall have the meaning given to
that term in Clause 6.1(b)(i);

“Fleetmatics Series C Preferred Shares”, shall have the meaning given to
that term in Clause 6.1(b)(i);

“Fleetmatics Share Award”, an award denominated in Fleetmatics Ordinary
Shares, other than a Fleetmatics Option;

“Fleetmatics Share Plan”, the Fleetmatics Amended and Restated 2004 Share
Option Plan, the Fleetmatics Amended and Restated 2011 Stock Option and
Incentive Plan and the Fleetmatics ESPP;

“Fleetmatics Shareholder Approval”, (i) the approval of the Scheme by a
majority in number of the Fleetmatics Shareholders representing three-fourths
(75 per cent.) or more in value of the Fleetmatics Ordinary Shares held by
such holders, present and voting either in person or by proxy, at the Court
Meeting (or at any adjournment of such meeting) and (ii) the EGM Resolutions
being duly passed by the requisite majorities of Fleetmatics Shareholders at
the Extraordinary General Meeting (or at any adjournment of such meeting);

“Fleetmatics Shareholders”, the holders of Fleetmatics Ordinary Shares;

“Fleetmatics Software”, shall have the meaning given to that term in
Clause6.1(o)(i);

“Fleetmatics Superior Proposal”, shall have the meaning given to that term
in Clause 5.2(g);

“Fleetmatics Superior Proposal Notice”, shall have the meaning given to
that term in Clause 5.2(h)(i);

“Fleetmatics Undesignated Shares”, shall have the meaning given to that
term in Clause 6.1(b)(i);

“Government Official”, (i) any official, officer, employee, or
representative of, or any Person acting in an official capacity for or on
behalf of, any Governmental Entity, (ii) any party official or candidate for
political office or (iii) any company, business, enterprise or other entity
owned, in whole or in part, or controlled by any Person described in the
foregoing clause (i) or (ii) of this definition;

“Government Contract”, means any Contract (including any basic ordering
agreement, letter contract, task order, purchase order or change order),
arrangement or other commitment of any kind between Fleetmatics or any of its
Subsidiaries and any Governmental Entity or Governmental Official;

“Governmental Entity”, (i) any Relevant Authority, (ii) any company,
business, enterprise, or other entity owned, in whole or in part, or
controlled by any Relevant Authority, or (iii) any political party;

“Group”, in relation to any Party, such Party and its Subsidiaries;

“Hazardous Substance”, shall have the meaning given to that term in Clause
6.1(h);

“High Court”, the High Court of Ireland;

“HSR Act”, the United States Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder;

“Industry Body”, shall have the meaning given to that term in Clause
6.1(o)(vii);

“Intellectual Property”, collectively, all intellectual property and other
similar proprietary rights in any jurisdiction, whether registered or
unregistered, including without limitation such rights in and to: (i) patents
and patent applications, utility models, and any and all provisionals,
divisionals, continuations, continuations-in-part, reissues, continuing patent
applications, reexaminations, and extensions thereof, and inventions,
invention disclosures, discoveries and improvements, whether or not
patentable; (ii) trademarks, service marks, certification marks, trade dress,
logos, slogans, trade names, designs, fictitious and other business names,
brand names, and corporate names and all other source identifiers, and the
goodwill associated with any of the foregoing; (iii) copyrights and
copyrightable works, including writings and other works of published and
unpublished works of authorship (including moral and economic rights, however
denominated); (iv) Trade Secrets; (v) Software; (vi) databases (or other
collections of information, data, works or other materials),and data; (vii)
Internet domain names, social media usernames, uniform resource locators and
other names and locators with the Internet, and other digital identifiers;
(viii) publicity and privacy rights, including all rights with respect to the
use of a person’s name, signature, likeness, image, photograph, voice,
identity, personality, and biographical and personal information and
materials; (ix) any rights equivalent or similar to any of the foregoing; 
and (x) in each case including, as applicable, registrations of, applications
to register, and renewals and extensions of, any of the foregoing with or by
any Relevant Authority in any jurisdiction;

“Intervening Event”, with respect to Fleetmatics, an event, development,
occurrence, state of facts or change that materially affects the business,
assets or operations of Fleetmatics and its Subsidiaries, taken as a whole,
and was not known or reasonably foreseeable by the Fleetmatics Board on the
date of this Agreement, which event, development, occurrence, state of facts
or change occurs or comes to exist before the Fleetmatics Shareholder
Approval; provided, that (i) in no event shall any action taken by either
Party pursuant to and in compliance with the affirmative covenants set forth
in Clause 7.2 of this Agreement, and the consequences of any such action,
constitute an Intervening Event and (ii) in no event shall the receipt,
existence of or terms of a Fleetmatics Alternative Proposal or any enquiry
relating thereto or the consequences thereof constitute an Intervening Event
with respect to Fleetmatics;

“Ireland” or “Republic of Ireland”, the island of Ireland, excluding
Northern Ireland, and the word “Irish” shall be construed accordingly;

“IrishCo”, Fleetmatics Group Limited, a private limited company registered
in Ireland;

“IRS”, shall have the meaning given to that term in Clause 6.1(m)(xix);

“knowledge”, in relation to Fleetmatics, the actual knowledge of the
executive officers of Fleetmatics listed in Clause 1.1(a) of the Fleetmatics
Disclosure Schedule and the knowledge that any such Person would reasonably be
expected to have after reasonable inquiry, and in relation to Verizon, the
actual knowledge of the executive officers of Verizon listed in Clause 1.1(a)
of the Verizon Disclosure Schedule and the knowledge that any such Person
would reasonably be expected to have after reasonable inquiry;

“Law”, any federal, state, local, foreign or supranational law, statute,
ordinance, rule, regulation, judgment, order, injunction, decree, agency
requirement, license or permit issued, enacted, promulgated, implemented or
otherwise effected by or under the authority of any Relevant Authority;

“Lien”, shall have the meaning given to that term in Clause 6.1(c)(iii);

“Materiality Qualification”, means, with respect to representations and
warranties of Fleetmatics, all express qualifications or exceptions contained
therein based on materiality (including any qualification related to the
presence or absence of a Fleetmatics Material Adverse Effect) including all
usages of “material,” “materially adverse,” or equivalent qualifiers;

“New Plans”, shall have the meaning given to that term in Clause 7.4(b);

“Northern Ireland”, the counties of Antrim, Armagh, Derry, Down, Fermanagh
and Tyrone on the island of Ireland;

“NYSE”, the New York Stock Exchange;

“Old Plans”, shall have the meaning given to that term in Clause 7.4(b);

“Open Source Software”, any Software that is licensed, distributed or
conveyed as “open source software”, “free software”, “copyleft”,
or under a similar licensing or distribution model or under a contract that
(i) has been approved as an open source license by the Open Source Initiative
(including Software licensed under any license listed at www.opensource.org)
or Free Software Definition (as promulgated by the Free Software Foundation),
or that contains or is derived from any such Software, or (ii) provides as a
condition or covenant of use, modification or distribution of the licensed
Software, that such Software, or other Software derived from, or linked to,
such Software or into or with which such Software is incorporated, combined or
distributed (A) be redistributable at no charge, (B) be licensable and/or
redistributed to third parties for the purpose of making derivative works or
under all or some of the terms of such contract, or (C) be distributed or
otherwise disclosed or made available in source code form;

“Organisational Documents”, memorandum of association, articles of
association, articles of incorporation, certificate of incorporation or
by-laws or other equivalent organisational document, as appropriate;

“Owned Intellectual Property”, means all Intellectual Property owned or
purported to be owned by Fleetmatics or a Subsidiary of Fleetmatics;

“Panel”, the Irish Takeover Panel;

“Parties”, Fleetmatics, Verizon and Bidco and “Party” shall mean
either Fleetmatics, Verizon or Bidco (as the context requires);

“Paying Agent”, the bank or trust company appointed by Verizon (and
reasonably acceptable to Fleetmatics) to act as paying agent for the payment
of the Cash Consideration;

“Payoff Letter”, a payoff letter in form and substance reasonably
satisfactory to Verizon that (i) specifies the aggregate amount required to be
paid to fully satisfy all indebtedness (including principal, interest, fees,
expenses and other amounts payable under the Credit Agreement) that will be
outstanding as of the Completion Date under the Credit Agreement and (ii)
provides for the full and unconditional release of (A) any and all guarantees
provided by Fleetmatics or any of its Subsidiaries of all such obligations and
(B) any and all Liens and other security interests in the properties and
assets of Fleetmatics and its Subsidiaries securing all such obligations,
including fully executed short-form termination and release agreements with
respect to any and all security interests in Intellectual Property registered
in the United States that when filed or recorded, as the case may be, will be
sufficient to release any and all such security interests in Intellectual
Property (and, with respect to Intellectual Property registered outside of the
United States, such other release documents in form and substance reasonably
satisfactory to Verizon) (subject, in each case, only to delivery of funds as
arranged by Verizon); provided that, for the avoidance of doubt, nothing
herein shall require that the payoff letter release Fleetmatics or any of its
Subsidiaries from any obligations under the Credit Agreement that by their
terms survive the termination of the Credit Agreement;

“Person” or “person”, an individual, group (including a “group”
under Section 13(d) of the Exchange Act), corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organisation or other entity or any Relevant Authority or any department,
agency or political subdivision thereof;

“Personally Identifiable Information”, any data or information that
constitutes personal data or personal information under any Law or Fleetmatics
or its Subsidiary’s privacy statement, and any other data or information in
any media that, alone or in combination with other data or information, can
reasonably be associated with or used to specifically identify an individual
natural Person, including but not limited to name, physical address, telephone
number, email address, financial account number or credit card number,
government issued identifier (including Social Security number and driver’s
license number), user identification number and password, billing and
transactional information, contact preferences, medical, health or insurance
information, gender, date of birth, educational or employment information,
marital or other status, vehicle identification number, IP address, cookie
identifier, or any other number or identifier that uniquely identifies a
person, vehicle, browser, or device;

“Petition”, the petition to the High Court seeking the Court Order;

“Pre-Sanction Period”, the period beginning at 12:01 a.m., New York City
time on the tenth day prior to the date most recently scheduled and publicly
announced as the date of the Court Hearing (as such date may be rescheduled
and publicly announced from time to time in accordance with this Agreement,
including without limitation, Clause 3.1(q) of this Agreement, and applicable
Law) and ending at 5:00 p.m., New York City time, on the day immediately
preceding such date most recently scheduled and publicly announced as the date
of the Court Hearing; provided, that, for the avoidance of doubt, if the date
Court Hearing is so rescheduled and publicly announced as such, then such
period shall be determined in reference to the date of such rescheduled and
publicly announced Court Hearing;

“Privacy Statement”, shall have the meaning given to that term in Clause
6.1(o)(x);

“Proxy Statement”, shall have the meaning given to that term in Clause
3.7(a);

“RCRA”, shall have the meaning given to that term in Clause 6.1(h);

“Registered Intellectual Property”, means all registered, issued or
applied for Owned Intellectual Property;

“Registrar of Companies”, the Registrar of Companies in Dublin, Ireland;

“Regulatory Information Service”, a regulatory information service as
defined in the Takeover Rules;

“Release”, shall have the meaning given to that term in Clause 6.1(h);

“Relevant Authority”, any Irish, United States, foreign or supranational,
federal, state or local governmental commission, board, body, division,
political subdivision, bureau or other regulatory authority, agency, including
courts and other judicial bodies, or any competition, antitrust or supervisory
body, central bank, public international organization or other governmental,
trade or regulatory agency or body, securities exchange or any self-regulatory
body or authority, including any instrumentality or entity designed to act for
or on behalf of the foregoing, in each case, in any jurisdiction, including,
for the avoidance of doubt, the Panel, the High Court and the SEC;

“Removal, Remedial or Response”, shall have the meaning given to that term
in Clause 6.1(h);

“Representatives”, in relation to any person, the directors, officers,
employees, agents, investment bankers, financial advisors, legal advisors,
accountants, brokers, finders, consultants or representatives of such person;

“Resolutions”, the resolutions to be proposed at the EGM and Court Meeting
required to effect the Scheme, which will be set out in the Scheme Document;

“Rule 2.5 Announcement”, the announcement in the Agreed Form to be made by
the Parties pursuant to Rule 2.5 of the Takeover Rules, a copy of which is
annexed to this Agreement;

“Sarbanes-Oxley Act”, shall have the meaning given to that term in Clause
6.1(d)(i);

“Scheme” or “Scheme of Arrangement”, the proposed scheme of
arrangement pursuant to Sections 449 to 455 of the Act and the capital
reduction under Sections 84 and 85 of the Act necessary to effect the proposed
scheme of arrangement pursuant to this Agreement, in such terms and form as
the Parties, acting reasonably, mutually agree, and as reflected on Schedule
7.8, including any revision thereof as may be agreed between the Parties in
writing;

“Scheme Document”, a document (or the relevant sections of the Proxy
Statement comprising the scheme document) (including any amendments or
supplements thereto) to be distributed to Fleetmatics Shareholders and, for
information only, to Fleetmatics Equity Award Holders containing (i) the
Scheme, (ii) the notice or notices of the Court Meeting and EGM, (iii) an
explanatory statement as required by Section 452 of the Act with respect to
the Scheme, (iv) such other information as may be required or necessary
pursuant to the Act and the Takeover Rules or required by the Panel and
(v) such other information as Fleetmatics and Verizon shall agree;

“Scheme Recommendation”, the recommendation of the Fleetmatics Board that
Fleetmatics Shareholders vote in favour of the Resolutions;

“SEC”, the United States Securities and Exchange Commission;

“Securities Act”, the United States Securities Act of 1933, as amended;

“Significant Subsidiary”, a 

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