REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 4

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 4: For the preceding part double click  ID:nPRr16C64c 

significant subsidiary as defined in Rule
1-02(w) of Regulation S-X of the Securities Act;

“Software”, all (i) computer programs (including application software,
system software, firmware, middleware, mobile digital applications,
assemblers, applets, compilers and binary libraries), together with any error
corrections, updates, modifications, or enhancements thereto, in both
machine-readable form and human-readable form, including libraries,
subroutines and other components thereof, in any and all forms and media and
application programing interfaces; (ii) computerized databases including all
data and information included in such databases; (iii) screens, user
interfaces, command structures, report formats, templates, menus, buttons and
icons; (iv) descriptions, flow-charts, architectures, development tools and
other materials used to design, plan, organize and develop any of the
foregoing; and (v) all documentation, including development, diagnostic,
support, user and training documentation, related to any of the foregoing;

“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”, means an offer in accordance with Clause 3.6 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 this Agreement, the
full terms of which would be set out in the Takeover Offer Document;

“Takeover Offer Document”, means, if following the date of this Agreement,
Verizon elects to implement the Acquisition by way of the Takeover Offer in
accordance with Clause 3.6, 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 Act”, the Irish Takeover Panel Act 1997 (as amended);

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

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

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

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

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

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

“Trade Secrets”, trade secrets (including, those trade secrets defined in
the Defend Trade Secrets Act of 2016 of the United States and under
corresponding foreign statutory Law and common law), business, technical,
engineering, manufacturing, servicing, financial, supplier or know-how
information,  other non-public or confidential information and rights to
limit the use or disclosure thereof by any person;

“Treasury Regulation”, means the U.S. Treasury regulations promulgated
under the Code;“Unvested Share Award”, shall have the meaning give to that
term in Clause 4.3(b);

“Unvested Share Award Consideration”, shall have the meaning give to that
term in Clause 4.3(b);

“Use”, shall have the meaning give to that term in Clause 6.1(o)(x);

“US$”, “$” or “USD”, United States dollars, the lawful currency of
the United States of America;

“U.S.” 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;

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

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

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

“Verizon Disclosure Schedule”, shall have the meaning given to that term
in Clause 6.2;

“Verizon Financing Information”, shall have the meaning given to that term
in Clause 3.4(c)(i);

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

“Verizon Reimbursement Payments”, shall have the meaning given to that
term in the Expenses Reimbursement Agreement;

“Verizon Revised Acquisition”, shall have the meaning given to that term
in Clause 5.2(h)(i);

“Verizon Right to Match”, shall have the meaning given to that term in
Clause 5.2(h)(i); and

“Willful Breach”, a material breach that is a consequence of an act
undertaken or a failure to take an act by the breaching Party with the
knowledge that the taking of such act or the failure to take such act would,
or would reasonably be expected to, cause a breach of this Agreement.

1.2              Construction

(a)               In this Agreement, words such as
“hereunder”, “hereto”, “hereof” and “herein” and other words
commencing with “here” shall, unless the context clearly indicates to the
contrary, refer to the whole of this Agreement and not to any particular
section or clause thereof.

(b)               In this Agreement, save as otherwise provided
herein, any reference herein to a section, clause, schedule or paragraph shall
be a reference to a section, sub-section, clause, sub-clause, paragraph or
sub-paragraph (as the case may be) of this Agreement.

(c)               In this Agreement, any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof and shall also include any subordinate
legislation made from time to time under such provision, and any reference to
any provision of any legislation, unless the context clearly indicates to the
contrary, shall be a reference to legislation of Ireland.

(d)              In this Agreement, the masculine gender shall
include the feminine and neuter and vice versa and the singular number shall
include the plural and vice versa.

(e)               In this Agreement, any reference to an Irish
legal term for any action, remedy, method of judicial proceeding, legal
document, legal status, court, official or any legal concept or thing shall,
in respect of any jurisdiction other than Ireland, be deemed to include a
reference to what most nearly approximates in that jurisdiction to the Irish
legal term.

(f)                In this Agreement, any phrase introduced by
the terms “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms.

(g)               In this Agreement, any agreement or instrument
defined or referred to herein or in any agreement or instrument that is
referred to herein means such agreement or instrument as from time to time
amended, modified or supplemented, including by waiver or consent, and all
attachments thereto and instruments incorporated therein.

1.3              Captions

The table of contents and the headings or captions to the clauses in this
Agreement are inserted for convenience of reference only and shall not affect
the interpretation or construction thereof.

1.4              Time

References to times are to New York City times unless otherwise specified.

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

2.1              Rule 2.5 Announcement

(a)               Each Party confirms that its respective board
of directors (or a duly authorised committee thereof) has approved the
contents and release of the Rule 2.5 Announcement.

(b)               Forthwith upon the execution of this
Agreement, Fleetmatics and Verizon shall jointly, in accordance with, and for
the purposes of, the Takeover Rules, procure the release of the Rule 2.5
Announcement to a Regulatory Information Service by no later than 9:00 a.m.,
New York City time, on August 1, 2016, or such later time as may be agreed
between the Parties in writing.

(c)               The obligations of Fleetmatics and Verizon
under this Agreement, other than the obligations under Clause 2.1(b), shall be
conditional on the release of the Rule 2.5 Announcement to a Regulatory
Information Service.

(d)              Fleetmatics confirms that, as of the date
hereof, the Fleetmatics Board considers that the terms of the Scheme as
contemplated by this Agreement are fair to the Fleetmatics Shareholders and
reasonable and that the Fleetmatics Board has resolved to recommend to the
Fleetmatics Shareholders that they vote in favour of the Resolutions. The
recommendation of the Fleetmatics Board that the Fleetmatics Shareholders vote
in favour of the Resolutions, and the related opinion of the financial adviser
to the Fleetmatics Board, are set out in the Rule 2.5 Announcement and,
subject to Clause 5.2, shall be incorporated in the Scheme Document and any
other document sent to Fleetmatics Shareholders in connection with the
Acquisition to the extent required by the Takeover Rules or the rules of the
SEC.

(e)               Verizon and Bidco each confirm that, as of the
date hereof, their respective boards of directors have approved their entry
into this Agreement,

(f)                The Conditions are hereby incorporated in
and shall constitute a part of this Agreement.

2.2              Scheme

Subject to Clause 3.6:

(a)               Fleetmatics agrees that it will put the Scheme
to the Fleetmatics Shareholders in the manner set out in Clause 3 and, subject
to the satisfaction or, in the sole discretion of the applicable Party, waiver
(where applicable) of the Conditions (with the exception of Conditions 2(c)
and 2(d) and any other Conditions that by their nature are to be satisfied on
the Sanction Date, but subject to the satisfaction of such Conditions), will,
in the manner set out in Clause 3, petition the High Court to sanction the
Scheme so as to facilitate the implementation of the Acquisition;

(b)               Bidco agrees that it will (and Verizon
undertakes to procure that Bidco will) participate in the Scheme and agrees to
be bound by its terms, as proposed by Fleetmatics to the Fleetmatics
Shareholders, and that it shall, subject to the satisfaction or, in the sole
discretion of the applicable Party, waiver (where applicable) of the
Conditions, effect the Acquisition through the Scheme on the terms set out in
this Agreement and the Scheme; and

(c)               each of the Parties agrees that it will fully
and promptly perform all of the obligations required of it in respect of the
Acquisition on the terms set out in this Agreement and/or the Scheme, and each
will, subject to the terms and conditions of this Agreement, including Clause
7.2, use its reasonable best efforts (including by using its reasonable best
efforts to cause each of its controlled Concert Parties and its
Representatives to use their respective reasonable best efforts) to take such
other steps as are within its power and are reasonably required of it for the
proper implementation of the Scheme, including those required of it pursuant
to this Agreement in connection with Completion.

2.3              Change in Shares

If at any time during the period between the date of this Agreement and the
Effective Time, the issued Fleetmatics Ordinary Shares shall have been changed
into, or exchanged for, a different number of shares or a different class, by
reason of any subdivision, reclassification, reorganisation, recapitalisation,
split, combination, contribution or exchange of shares, or a stock dividend or
dividend payable in any other securities shall be declared with a record date
within such period, or any similar event shall have occurred, in each case
only to the extent expressly permitted in accordance with Clause 5.1(b)(i) or
Clause 5.1(b)(ii), the Cash Consideration and any payments to be made under
Clause 4 and any other number or amount contained in this Agreement which is
based upon the price or number of the Fleetmatics Ordinary Shares, as the case
may be, shall be correspondingly adjusted to provide the holders of
Fleetmatics Ordinary Shares the same economic effect as contemplated by this
Agreement prior to such event.

2.4              Fleetmatics Equity Award Holder Proposal

(a)               Subject to the posting of the Scheme Document
in accordance with Clause 3.1, the Parties agree that the Fleetmatics Equity
Award Holder Proposal will be made to Fleetmatics Equity Award Holders in
respect of their respective holdings of Fleetmatics Options and/or Fleetmatics
Share Awards in accordance with Clause 4, Rule 15 of the Takeover Rules and
the terms of the Fleetmatics Share Plans.

(b)               The Fleetmatics Equity Award Holder Proposal
shall be issued as a joint letter from Fleetmatics and Verizon and the Parties
shall agree the final form of the letter to be issued in respect of the
Fleetmatics Equity Award Holder Proposal and all other documentation necessary
to effect the Fleetmatics Equity Award Holder Proposal.

(c)               Save as required by applicable Law, the High
Court and/or the Panel, neither Party shall amend the Fleetmatics Equity Award
Holder Proposal after its despatch without the consent of the other Party
(such consent not to be unreasonably withheld, conditioned or delayed).

3.                  IMPLEMENTATION OF THE SCHEME

3.1              Responsibilities of Fleetmatics in Respect of
the Scheme

Fleetmatics shall:

(a)               be responsible for the preparation of the
Scheme Document and all other documentation necessary to effect the Scheme and
to convene the EGM and Court Meeting;

(b)               for the purpose of implementing the Scheme,
instruct a barrister (of senior counsel standing) and provide Verizon and its
advisers with the opportunity to attend any meetings with such barrister to
discuss matters pertaining to the Scheme and any issues arising in connection
with it (except to the extent the barrister is to advise on matters relating
to the fiduciary duties of the directors of Fleetmatics or their
responsibilities under the Takeover Rules);

(c)               as promptly as reasonably practicable after
the definitive Proxy Statement is filed with the SEC, or, if the preliminary
Proxy Statement is to be reviewed and commented upon by the SEC, after the
filing of an amendment to the preliminary Proxy Statement with the SEC to
address the comments made by the SEC, Fleetmatics shall cause to be filed with
the Panel the Proxy Statement (in definitive or preliminary form, as the case
may be);

(d)              as promptly as reasonably practicable, notify
Verizon of any other matter of which it becomes aware which would reasonably
be expected to materially delay or prevent filing of the Scheme Document or
implementation of the Scheme or the Acquisition as the case may be;

(e)               as promptly as reasonably practicable, notify
Verizon upon the receipt of any comments from the Panel on, or any request
from the Panel for amendments or supplements to, the Scheme Document, the
Fleetmatics Equity Award Holder Proposal and the related forms of proxy to be
so filed or furnished;

(f)                prior to filing or despatch of any amendment
or supplement to the Scheme Document requested by the Panel, or responding in
writing to any comments of the Panel with respect thereto, Fleetmatics shall:

(i)                 as promptly as reasonably practicable
provide Verizon with an opportunity to review and comment on such document or
response; and

(ii)               as promptly as reasonably practicable discuss
with Verizon and include in such document or response all comments reasonably
proposed by Verizon;

(g)               provide Verizon with drafts of any and all
pleadings, affidavits, petitions and other filings prepared by Fleetmatics for
submission to the High Court in connection with the Scheme prior to their
filing, and afford Verizon reasonable opportunities to review and make
comments on all such documents and include in such documents all comments
reasonably proposed by Verizon;

(h)               as promptly as reasonably practicable make all
necessary applications to the High Court in connection with the implementation
of the Scheme, and use its reasonable best efforts so as to ensure that the
hearing of such proceedings occurs as promptly as practicable and seek such
directions of the High Court as it considers necessary or desirable in
connection with the Scheme;

(i)                 procure the publication of the requisite
advertisements and despatch of the Scheme Document (in a form acceptable to
the Panel) and the forms of proxy for the use at the Court Meeting and the EGM
(the form of which shall be agreed between the Parties, each acting
reasonably) (a) to Fleetmatics Shareholders on the register of members of
Fleetmatics on the applicable record date, as promptly as reasonably
practicable following the date on which the Proxy Statement is cleared by the
SEC (and in any event within five (5) Business Days after the date of such
clearance by the SEC), and (b) to the holders of the Fleetmatics Options or
Fleetmatics Share Awards on such date, for information only, as promptly as
reasonably practicable following the date on which the Proxy Statement is
cleared by the SEC (and in any event within five (5) Business Days after the
date of such clearance by the SEC), and thereafter shall publish and/or post
such other documents and information (the form of which shall be agreed
between the Parties, each acting reasonably) as the High Court and/or the
Panel may approve or direct from time to time in connection with the
implementation of the Scheme in accordance with applicable Law as promptly as
reasonably practicable after the approval or (as the case may be) direction of
the High Court and/or the Panel to publish or post such documents being
obtained;

(j)                 unless the Fleetmatics Board has effected
a Fleetmatics Change of Recommendation pursuant to Clause 5.2, and subject to
the obligations of the Fleetmatics Board under the Takeover Rules, procure
that the Scheme Document include the Scheme Recommendation;

(k)               include in the Scheme Document a notice
convening the EGM to be held immediately following the Court Meeting to
consider and, if thought fit, approve the EGM Resolutions;

(l)                 subject to Clause 3.5(b), applicable Law
or any direction of the High Court, not propose an adjournment of the EGM or
Court Meeting without the consent of Verizon;

(m)             keep Verizon reasonably informed in the two weeks
prior to the Court Meeting of the number of proxy votes received in respect of
resolutions to be proposed at the Court Meeting and/or the EGM, and in any
event provide such number promptly upon the request of Verizon or its
Representatives and, unless the Fleetmatics Board has effected a Fleetmatics
Change of Recommendation, conduct any proxy solicitation exercise and
undertake any other steps as may be agreed by the Parties, acting reasonably,
to assist the passing of the Resolutions at the Court Meeting and/or the EGM;

(n)               notwithstanding any Fleetmatics Change of
Recommendation, unless this Agreement has been terminated pursuant to Clause
9, hold the Court Meeting and the EGM on the date set out in the Scheme
Document, or such later date as may be agreed in writing between the Parties,
and in such a manner as shall be approved, if necessary, by the High Court
and/or the Panel and propose the Resolutions without any amendments, unless
such amendments have been agreed to in writing with Verizon, such agreement
not to be unreasonably withheld, conditioned or delayed;

(o)               afford all such cooperation and assistance as
may reasonably be requested of it by Verizon in respect of the preparation and
verification of any document or in connection with any Clearance or
confirmation reasonably required for the implementation of the Scheme,
including the provision to Verizon of such information and confirmations
relating to it, its Subsidiaries and any of its or their respective directors
or employees as Verizon may reasonably request (including for the purposes of
preparing the Proxy Statement) and to do so in a timely manner and assume
responsibility only for the information relating to it contained in the Scheme
Document or any other document sent to Fleetmatics Shareholders or filed with
the High Court or in any announcement;

(p)               review and provide comments (if any) in a
timely manner on all documentation submitted to it;

(q)               following the Court Meeting and EGM, assuming
the Resolutions are duly passed (including by the requisite majorities
required under Section 453 of the Act in the case of the Court Meeting) and
all other Conditions are satisfied or, in the sole discretion of the
applicable Party, waived where applicable (with the exception of Conditions
2(c) and 2(d)), (i) take all necessary steps on the part of Fleetmatics to
prepare and issue, serve and lodge all such court documents as are required to
seek the sanction of the High Court to the Scheme as soon as possible
thereafter and (ii) use its reasonable best efforts so as to ensure that the
Court Hearing occurs as promptly as practicable thereafter; provided, however,
that, in the event Verizon would otherwise have the right to terminate this
Agreement pursuant to Clause 9.1(a)(ix) and has sought to exercise that right
by delivering a notice of termination in accordance with the terms of this
Agreement, Fleetmatics shall have the right to seek at the then scheduled
Court Hearing a reasonable postponement of the Court Hearing (but in no event
to a date later than the third Business Day prior to the End Date) and, if
Fleetmatics shall have exercised its right to seek such postponement in
accordance with this Clause 3.1(q), (1) Fleetmatics shall not seek to have the
High Court take any action at the Court Hearing (including seeking the High
Court’s sanction of the Scheme) other than seeking the High Court’s
approval of such postponement and (2) no such notice of termination delivered
by Verizon shall be effective (x) until the time at which the High Court shall
have declined to grant such postponement, or (y) if such postponement has been
granted and, taking into account such postponement, the Pre-Sanction Period
has not then commenced (it being understood that such termination notice shall
in the circumstances described in clause (y) be deemed to have been revoked
and rescinded, provided, however, that, nothing shall prevent Verizon from
delivering a new notice of termination pursuant to Clause 9.1(a)(ix) during a
subsequent Pre-Sanction Period, including with respect to the same underlying
cause that gave rise to Verizon’s right to terminate under Clause 9.1(a)(ix)
if such condition remains in existence when such new notice of termination is
delivered); provided, further, however, that, (A) for the avoidance of doubt,
in no circumstance shall a notice from Verizon invoking the termination of
this Agreement pursuant to Clause 9.1(a)(ix) delivered during the Pre-Sanction
Period be considered to be untimely delivered as a result of the delayed
effectiveness provisions set forth in this Clause 3.1(q) and (B) if
Fleetmatics shall not have irrevocably committed to Fleetmatics in writing
(which commitment may be delivered by email), by no later than one hour prior
to the scheduled commencement of the Court Hearing, that it will exercise its
right to seek such postponement in accordance with this Clause 3.1(q) at the
Court Hearing, such notice of termination shall become effective immediately
prior to the commencement of the Court Hearing; and

(r)                give such undertakings as are required by
the High Court in connection with the Scheme and as are reasonably necessary
or desirable to implement the Scheme.

3.2              Responsibilities of Bidco and Verizon in Respect
of the Scheme

Bidco shall (and Verizon will procure that Bidco shall), and in the case of
Clauses 3.2(b), 3.2(c), 3.2(d), 3.2(e), 3.2(f) and 3.2(g), Verizon shall:

(a)               instruct counsel to appear on its behalf at
the Court Hearing and undertake to the High Court to be bound by the terms of
the Scheme (including the issuance of the Cash Consideration pursuant
thereto);

(b)               if, and to the extent that, it or any of its
Concert Parties owns or is interested in Fleetmatics Ordinary Shares, exercise
all of its rights, and, insofar as lies within its powers, procure that each
of its Concert Parties shall exercise all rights, in respect of such
Fleetmatics Ordinary Shares so as to implement, and otherwise support the
implementation of, the Scheme, including by voting (and, in respect of
interests in Fleetmatics held via contracts for difference or other derivative
instruments, insofar as lies within its powers, procuring that instructions
are given to the holder of the underlying Fleetmatics Ordinary Shares to vote)
in favour of the Resolutions or, if required by Law, the High Court, the
Takeover Rules or other rules, refraining from voting, at any Court Meeting
and/or EGM as the case may be;

(c)               procure that the other members of the Verizon
Group and, insofar as lies within its power or procurement, their
Representatives take all such steps as are reasonably necessary or desirable
in order to implement the Scheme, including the provision by Bidco of any
customary undertakings required by the High Court to be provided to it by
Bidco;

(d)              keep Fleetmatics reasonably informed and consult
with Fleetmatics as to the performance of the obligations and responsibilities
required of Verizon and Bidco pursuant to this Agreement and/or the Scheme and
as to any developments relevant to the proper implementation of the Scheme;

(e)               afford all such cooperation and assistance as
may reasonably be requested of it by Fleetmatics in respect of the preparation
and verification of any document or in connection with any Clearance or
confirmation required for the implementation of the Scheme, including the
provision to Fleetmatics of such information and confirmations relating to it,
its Subsidiaries and any of its or their respective directors or employees as
Fleetmatics may reasonably request (including for the purposes of preparing
the Proxy Statement) and to do so in a timely manner and assume responsibility
only for the information relating to it contained in the Scheme Document or
any other document sent to Fleetmatics Shareholders or filed with the High
Court or in any announcement;

(f)                review and provide comments (if any) in a
reasonably timely manner on all documentation submitted to it; and

(g)               as promptly as reasonably practicable, notify
Fleetmatics of any other matter of which it becomes aware which would
reasonably be expected to materially delay or prevent filing of the Scheme
Document or implementation of the Scheme or the Acquisition, as the case may
be.

3.3              Mutual Responsibilities of the Parties

(a)               If any of the Parties becomes aware of any
information that, pursuant to the Takeover Rules, the Act, the Securities Act
or the Exchange Act, should be disclosed in an amendment or supplement to the
Scheme Document or the Proxy Statement, or that is required to be included
therein in order that the information therein shall not contain an untrue
statement or omit to state any material fact required to be stated therein or
necessary in order to make the information or statements therein not false or
misleading at the time and in light of the circumstances under which such
information is included or statements made, then the Party becoming so aware
shall promptly inform the other Parties thereof and the Parties shall
cooperate with each other in submitting or filing such amendment or supplement
with the Panel, and, if required, the SEC and/or the High Court and, if
required, in mailing such amendment or supplement to the Fleetmatics
Shareholders and, for information only, if required, to the holders of the
Fleetmatics Options or Fleetmatics Share Awards; and

(b)               Each of the Parties shall take, or cause to be
taken, such other steps as are reasonably required of it for the proper
implementation of the Scheme, including those required of it pursuant to
Clauses 8.1 in connection with Completion.

3.4              Dealings with the Panel

(a)               Each of the Parties will promptly provide such
assistance and information as may reasonably be requested by any other Party
in connection with any correspondence or discussions with the Panel in
connection with the Scheme and/or the Acquisition.

(b)               Save where prohibited by the Panel, each of
the Parties will (i) give the other reasonable prior notice of any proposed
meeting or material substantive discussion or correspondence between it or its
Representatives with the Panel, or any amendment to be proposed to the Scheme
in connection therewith, and afford the other reasonable opportunities to
review and make comments and suggestions with respect to the same and
accommodate such comments and suggestions to the extent that such Party,
acting reasonably, considers these to be appropriate and (ii) keep the other
reasonably informed of all such meetings, discussions or correspondence that
it or its Representative(s) have with the Panel and not participate in any
meeting or discussion with the Panel concerning this Agreement or the
transactions contemplated by this Agreement unless it consults with the other
Party in advance, and, unless prohibited by the Panel, gives such other Party
the opportunity to attend and provide copies of all written submissions it
makes to the Panel and copies (or, where verbal, a verbal or written summary
of the substance) of the Panel responses thereto provided always that any
correspondence or other information required to be provided under this Clause
3.4(b) may be redacted:

(i)                 to remove references concerning the
valuation of the businesses of Fleetmatics; and

(ii)               as necessary to address reasonable privilege
concerns (provided that the redacting Party shall use its commercially
reasonable efforts to cause such information to be provided in a manner that
would not result in such privilege concerns).

(c)               Fleetmatics undertakes, if so reasonably
requested by Verizon, to issue as promptly as reasonably practicable its
written consent to Verizon and to the Panel in respect of any application made
by Verizon to the Panel:

(i)                 to redact any commercially sensitive or
confidential information specific to Verizon’s financing arrangements for
the Acquisition (“Verizon Financing Information”) from any documents that
Verizon is required to display pursuant to Rule 26(b)(xi) of the Takeover
Rules; and

(ii)               for a derogation from the requirement under
the Takeover Rules to disclose Verizon Financing Information in the Scheme
Document, any supplemental document or other document sent to Fleetmatics
Shareholders or the holders of the Fleetmatics Options or Fleetmatics Share
Awards pursuant to the Takeover Rules.

(d)              Fleetmatics undertakes, if so reasonably
requested by Verizon, to issue as promptly as reasonably practicable its
written consent to Verizon and to the Panel in respect of any application made
by Verizon to the Panel requesting a derogation from the timing requirement
pursuant to Rule 30.2 of the Takeover Rules in connection with the despatch of
the Scheme Document to Fleetmatics Shareholders where compliance with such
timing requirement will not be possible within the 28 day period after the
date of the Rule 2.5 announcement.

(e)               Notwithstanding the foregoing provisions of
this Clause 3.4, (i) Fleetmatics shall not be required to take any action
pursuant to such provisions if (A) such action is prohibited by the Panel
(unless the Panel decision is successfully appealed by either Fleetmatics or
Verizon) or (B) Fleetmatics has made a Fleetmatics Change of Recommendation
and (ii) no Party shall be required to take any actions pursuant to this
Clause 3.4 if such actions relate to a matter (A) where the interests of
Fleetmatics and Verizon are, or are reasonably likely to be, adverse or (B)
involving a person who has made, or is reasonably likely to make, a
Fleetmatics Alternative Proposal (or any Affiliate of, or persons Acting in
Concert with, such person).

(f)                Nothing in this Agreement shall in any way
limit the Parties’ obligations under the Takeover Rules or the Act.

3.5              No Scheme Amendment by Fleetmatics

Save as required by Law, the High Court and/or the Panel, Fleetmatics shall
not:

(a)               amend the Scheme;

(b)               adjourn or postpone (or propose an adjournment
or postponement of) the Court Meeting or the EGM; provided, however, that
Fleetmatics may, without the consent of Verizon, adjourn or postpone (or
propose to adjourn or postpone) the Court Meeting or EGM, (i) in the case of
adjournment, if requested by the Fleetmatics Shareholders (on a poll) to do
so, provided, that the resolution was not proposed by Fleetmatics or any of
its Affiliates or any of its or its Affiliates’ officers, directors,
employees, agents or other representatives, (ii) to the extent reasonably
necessary to ensure that any required supplement or amendment to the Proxy
Statement is provided to the Fleetmatics Shareholders or to permit
dissemination of information which is material to shareholders voting at the
Court Meeting or the EGM, but only for so long as the Fleetmatics Board
determines in good faith, after having consulted with outside counsel, that
such action is reasonably necessary or advisable to give the Fleetmatics
Shareholders sufficient time to evaluate any such disclosure or information so
provided or disseminated, or (iii) if as of the time the Court Meeting or EGM
is scheduled (as set forth in the Proxy Statement), there are insufficient
Fleetmatics Ordinary Shares represented (either in person or by proxy) (A) to
constitute a quorum necessary to conduct the business of the Court Meeting or
the EGM, but only until a meeting can be held at which the Fleetmatics Board,
acting reasonably, believes there will be a sufficient number of Fleetmatics
Ordinary Shares represented to constitute a quorum or (B) voting for the
approval of the Court Resolutions or the EGM Resolutions, as applicable, but
only until a meeting can be held at which the Fleetmatics Board, acting
reasonably, believes there will be a sufficient number of votes of holders of
Fleetmatics Ordinary Shares to approve the Court Meeting Resolutions or the
EGM Resolutions, as applicable; provided, that the Court Meeting and EGM are
not postponed or adjourned to a date that is more than 30 days after the date
for which the Court Meeting and EGM are originally scheduled (other than any
adjournments or postponements required by applicable Law, including
adjournments or postponements to the extent reasonably necessary or advisable
to ensure that any required supplement or amendment to the Proxy Statement is
provided or made available to Fleetmatics Shareholders or to permit
dissemination of information which is material to shareholders voting at the
Court Meeting and EGM and to give the Fleetmatics shareholders sufficient time
to evaluate any such supplement or amendment or other information); or

(c)               amend the Resolutions (in each case, in the
form set out in the Scheme Document);

after despatch of the Scheme Document without the consent of Verizon.

3.6              Switching to a Takeover Offer

(a)               In the event (and only in the event) that
Verizon reasonably considers (in its good faith discretion) that a competitive
situation exists or, based on facts known at the time, may reasonably be
expected to arise in connection with the Acquisition, Verizon may elect (and
with the Panel’s consent) to implement the Acquisition by way of the
Takeover Offer (rather than the Scheme), whether or not the Scheme Document
has been posted, subject to the terms of this Clause 3.6, and Verizon shall
notify Fleetmatics promptly of any such election made by it to implement the
Acquisition by way of the Takeover Offer (rather than the Scheme).

(b)               If Verizon elects to implement the Acquisition
by way of the Takeover Offer pursuant to Clause 3.6(a), Fleetmatics undertakes
to provide Verizon as promptly as reasonably practicable with all such
information about the Fleetmatics Group (including directors and their
connected persons) as may reasonably be required for inclusion in the Takeover
Offer Document and to provide all such other assistance as may reasonably be
required by the Takeover Rules in connection with the preparation of the
Takeover Offer Document, including reasonable access to, and ensuring the
provision of reasonable assistance by, its management and relevant
professional advisers.

(c)               If Verizon elects to implement the Acquisition
by way of the Takeover Offer in accordance with Clause 3.6(a), the Parties
mutually agree:

(i)                 that the Takeover Offer Document will
contain provisions in accordance with the terms and conditions set out in the
Rule 2.5 Announcement, the relevant Conditions and such other further terms
and conditions as agreed (including any modification thereto) between Verizon
and the Panel; provided, however, that the terms and conditions of the
Takeover Offer shall be at least as favourable to the Fleetmatics Shareholders
(except for the 80 per cent acceptance condition contemplated by paragraph 9
of Annex III to the Rule 2.5 Announcement) and the holders of Fleetmatics
Options and Fleetmatics Share Awards and Fleetmatics Employees as those which
would apply in relation to the Scheme;

(ii)               to reasonably co-operate and consult with
each other in the preparation of the Takeover Offer Document or any other
document or filing which is required for the purposes of implementing the
Acquisition;

(iii)             that, unless the Fleetmatics Board has
previously effected a Fleetmatics Change of Recommendation in accordance with
the provisions of Clause 5.2, the Takeover Offer shall incorporate a
recommendation to the holders of the Fleetmatics Ordinary Shares from the
Fleetmatics Board to accept the Takeover Offer, and such recommendation will
not thereafter be withdrawn, adversely modified or qualified except as
contemplated by Clause 5.2;

(iv)             to prepare and file with, or submit to, the SEC
and, to the extent required, the Panel and the High Court, all documents,
amendments and supplements required to be filed therewith or submitted thereto
pursuant to the Securities Act or the Exchange Act in connection with the
Takeover Offer and to make any applications or initiate any appearances that
may be required or desirable to and in front of the High Court for the purpose
of discontinuance of High Court proceedings initiated in connection with the
Scheme and each Party shall have reasonable opportunities to review and make
comments on all such documents, amendments and supplements and, following
reasonable accommodation of such comments and approval of such documents,
amendments and supplements by the other Party, which shall not be unreasonably
withheld, conditioned or delayed, file or submit, as the case may be, such
documents, amendments and supplements with or to the SEC;

(v)               to provide the other Party with any comments
received from the SEC on any documents filed by it with the SEC promptly after
receipt thereof; and

(vi)             to provide the other Party with reasonable prior
notice of any proposed oral communication with the SEC and, to the fullest
extent permitted by the SEC, afford the other Party reasonable opportunity to
participate therein.

(d)              If the Takeover Offer is consummated, Verizon
shall cause Bidco or its designee to effect as promptly as reasonably
practicable a compulsory acquisition of any Fleetmatics Ordinary Shares under
Sections 456 to 460 of the Act not acquired in the Takeover Offer for the same
consideration per share.

(e)               For the avoidance of doubt and except as may
be required by the Takeover Rules (and without limiting any other provision of
this Agreement), nothing in this Clause 3.6 shall require Fleetmatics to
provide Verizon with any information with respect to, or to otherwise take or
fail to take any action in connection with Fleetmatics’ consideration of or
response to, any Fleetmatics Alternative Proposal.

3.7              Preparation of Proxy Statement

(a)               As promptly as reasonably practicable
following the date hereof, and in any event within fifteen (15) Business Days
after the date hereof, Fleetmatics shall prepare and file with the SEC
preliminary proxy materials which shall constitute the Scheme Document, which
shall also constitute the proxy statement relating to the matters to be
submitted to the Fleetmatics Shareholders at the Court Meeting and the EGM
(such Proxy Statement, and any amendments or supplements thereto, the “Proxy
Statement”). Verizon and Bidco shall cooperate with Fleetmatics in the
preparation of the Proxy Statement and furnish all information concerning
Verizon or Bidco, as the case may be, that is required in connection with the
preparation of the Proxy Statement. Fleetmatics shall use its reasonable best
efforts to have the Proxy Statement cleared by the SEC and to mail the Proxy
Statement to its shareholders as promptly as practicable (and in any event
within five (5) Business Days after the date of the resolution of any comments
of the SEC or the staff of the SEC with respect to the preliminary Proxy
Statement), to the extent required by applicable Law.

Fleetmatics shall, as promptly as practicable after receipt thereof, provide
Verizon with copies of any written comments and advise Verizon of any oral
comments with respect to the Proxy Statement received from the SEC or the
Staff of the SEC.  Fleetmatics shall provide Verizon with a reasonable
opportunity to review and comment on any amendment or supplement to the Proxy
Statement prior to filing such with the SEC, and Fleetmatics will promptly
provide Verizon with a copy of all such filings made with the SEC.  Each
Party shall use its reasonable best efforts to take any action required to be
taken by it under any applicable state securities Laws in connection with the
Acquisition, and each Party shall furnish all information concerning it and
the holders of its capital stock as may be reasonably requested in connection
with any such action.  If, at any time prior to the Effective Time, any
information relating to any of the Parties, or their respective Affiliates,
officers or directors, should be discovered by either Party, and such
information should be set forth in an amendment or supplement to the Proxy
Statement so that such documents would not include any misstatement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, the Party that discovers such information shall promptly
notify the other Party and, to the extent required by Law, an appropriate
amendment or supplement describing such information shall be promptly filed
with the SEC and, to the extent required by Law, disseminated to the
Fleetmatics Shareholders.

4.                  FLEETMATICS EQUITY AWARDS

4.1              Treatment of Equity Awards

Neither Verizon nor Bidco nor any of their Affiliates shall assume any
Fleetmatics Options or Fleetmatics Share Awards, whether vested or unvested,
in connection with the transactions contemplated by this Agreement. 
Immediately prior to the Effective Time, the Fleetmatics Share Plans shall be
terminated by Fleetmatics and all Fleetmatics Options and Fleetmatics Share
Awards, whether vested or unvested, that are outstanding and unexercised as of
immediately prior to the Effective Time shall, at the Effective Time,
automatically (and without any action on the part of any party hereto or the
holder thereof) be cancelled and terminated and automatically converted into
the right of the holder thereof to receive the consideration set forth below,
if any and as applicable, upon the terms and subject to the conditions set
forth in this Agreement.

4.2              Fleetmatics Options Granted under the
Fleetmatics Share Plans

(a)               Effective as of the Effective Time, each
Fleetmatics Option that is outstanding and unexercised immediately prior to
the Effective Time and whether vested (including, as a result of any
applicable vesting acceleration) or unvested, shall, without any further
action on the part of any holder thereof, be cancelled, terminated and
converted into the right of the former holder of such Fleetmatics Option to
receive, for each Fleetmatics Ordinary Share then subject to such Fleetmatics
Option, the Cash Consideration, without interest and less the exercise price
and any required withholdings applicable to such Fleetmatics Option. Following
the Effective Time, any such cancelled Fleetmatics Option shall no longer be
exercisable for Fleetmatics Ordinary Shares and shall only entitle the holder
of such Fleetmatics Option to the payment described in this Clause 4.2, which
shall be made or caused to be made by Bidco as of, or within thirty (30) days
after, the Effective Time.

(b)               For the avoidance of doubt, if the exercise
price per Ordinary Share of any Fleetmatics Option (whether or not vested)
that is outstanding as of immediately prior to the Effective Time exceeds the
Cash Consideration, such Fleetmatics Option shall be cancelled as of the
Effective Time without the payment of any amount or other consideration in
respect thereof.

4.3              Fleetmatics Share Awards Granted under the
Fleetmatics Share Plans

(a)               Effective as of the Effective Time, each
Fleetmatics Share Award that is outstanding and vested immediately prior to
the Effective Time (including, as a result of any applicable vesting
acceleration) shall, without any further action on the part of any holder
thereof, be cancelled, extinguished and converted into the right of the former
holder of such Fleetmatics Share Award to receive the Cash Consideration,
without interest and less any required withholdings applicable to such
Fleetmatics Share Award, which shall be made or caused to be made by Bidco as
of, or within thirty (30) days after, the Effective Time.

(b)               Each Fleetmatics Share Award that is
outstanding and unvested immediately prior to the Effective Time (any such
Fleetmatics Share Award, an “Unvested Share Award”) shall, without any
further action on the part of any holder thereof, be cancelled, extinguished
and converted into the right of the former holder of such Unvested Share Award
to receive, following the Effective Time, a cash amount equal to the Cash
Consideration, without interest and subject to applicable Tax withholding (if
any) (the “Unvested Share Award Consideration”), payable at such time or
times as set forth in Clause 4.3(c).

(c)               All amounts payable with respect to any
Unvested Share Award shall (i) be deemed earned and vested on the date(s) on
which such Unvested Share Award would otherwise have vested in accordance with
the vesting schedule that applied to such Unvested Share Award immediately
prior to the Effective Time (including any applicable acceleration provisions,
except as otherwise agreed to by Verizon and such former holder in writing),
subject to satisfaction of all applicable vesting conditions on or prior to
such vesting date(s), and (ii) be paid by Verizon or its designee, less any
applicable withholding taxes and in accordance with its payroll procedures, no
later than thirty (30) days following the vesting date(s) of such Unvested
Share Award; provided, however, that any performance measures applicable to
such Unvested Share Award shall be deemed to have been satisfied as of the
Effective Time as if 100% of the applicable performance targets have been
achieved and thereafter such Unvested Share Award will continue to vest based
upon the otherwise applicable time-based vesting schedule subject to
acceleration as provided in this Clause 4.3(c) below; provided further that if
prior to the time at which such Unvested Share Award is fully vested a
holder’s employment with Fleetmatics and its Subsidiaries is terminated
either (I) without Cause or (II) by reason of the holder’s disability or
death, then, in the case of any of clauses (I) or (II), the Unvested Share
Award Consideration shall be payable to such holder with respect to such
unvested portion of such Unvested Share Award (together with any other amounts
due pursuant to this Clause 4.3 but not yet actually paid) promptly following
such termination of employment.

4.4              Implementation

Prior to the Effective Time, Fleetmatics shall take all necessary actions,
including obtaining appropriate resolutions of Fleetmatics’ board of
directors (or applicable committee thereof), providing all notices, obtaining
any necessary consents and taking all other actions necessary or desirable to
effect the termination of the Fleetmatics Share Plans and awards outstanding
thereunder, which notices, resolutions, consents and other written materials
shall be subject to the review and approval of Verizon, which shall not be
unreasonably withheld, conditioned or delayed.

4.5              Amendment of Articles

Fleetmatics shall procure that a special resolution be put before the
Fleetmatics Shareholders at the EGM proposing that the Memorandum and Articles
of Association of Fleetmatics be amended so that any Fleetmatics Ordinary
Shares allotted following the EGM will either be subject to the terms of the
Scheme or acquired by Bidco for the same consideration per Fleetmatics
Ordinary Share as shall be payable to Fleetmatics Shareholders under the
Scheme (depending upon the timing of such allotment); provided, however, that
nothing in such amendment to the Memorandum and Articles of Association of
Fleetmatics shall prohibit the sale (whether on a stock exchange or otherwise)
of any Fleetmatics Ordinary Shares issued on the exercise of Fleetmatics
Options or vesting or settlement of Fleetmatics Share Awards, as applicable,
following the EGM but prior to the sanction of the Scheme by the High Court,
it being always acknowledged that each and every Fleetmatics Share will be
bound by the terms of the Scheme.

4.6              Fleetmatics ESPP

Prior to the Effective Time, Fleetmatics may continue to operate the
Fleetmatics’ Employee Stock Purchase Plan (the “Fleetmatics ESPP”) in
accordance with its terms; provided, that, notwithstanding anything to the
contrary in the Fleetmatics ESPP, (i) Fleetmatics shall not permit any
individual to, and no individual shall, increase the amount of an existing
election, or make a new election, with respect to payroll deductions
thereunder; (ii) the offering period ongoing as of the date of this Agreement
shall be the final offering period under the Fleetmatics ESPP and the
currently outstanding purchase rights under the Fleetmatics ESPP shall be
exercised on the earlier of (x) the next regularly scheduled Exercise Date (as
defined in the Fleetmatics ESPP) under the Fleetmatics ESPP or (y) the date
that is seven Business Days prior to the Effective Date (such date, the
“Final Enrollment Date”) and any participant payroll deductions not
applied to the purchase of Fleetmatics Ordinary Shares on the Final Enrollment
Date shall be returned to participants pursuant to the terms of the
Fleetmatics ESPP; and (iii) no additional options shall be granted upon or
after such Final Enrollment Date. Fleetmatics shall terminate the Fleetmatics
ESPP, effective as of the Effective Time.

5.                  FLEETMATICS CONDUCT

5.1              Conduct of Business by Fleetmatics

(a)               At all times from the execution of this
Agreement until the earlier of Completion and the date, if any, on which this
Agreement is terminated pursuant to Clause 9, except as may be required by
Law, or as expressly contemplated or permitted elsewhere in this Agreement, or
as set forth in the corresponding subsection of Clause 5.1 of the Fleetmatics
Disclosure Schedule, or with the prior written consent of Verizon (which
consent shall not be unreasonably withheld, delayed or conditioned),
Fleetmatics shall, and shall cause each of its Subsidiaries to, conduct its
business only in the ordinary course consistent with past practice.

(b)               At all times from the execution of this
Agreement until the earlier of Completion and the date, if any, on which the
Agreement is terminated pursuant to Clause 9, except as may be required by
Law, or as expressly contemplated or permitted elsewhere in this Agreement, or
as set forth in Clause 5.1 of the Fleetmatics Disclosure Schedule, or with the
prior written consent of Verizon (which consent shall not be unreasonably
withheld, delayed or conditioned), Fleetmatics:

(i)                 shall not, and shall not permit any of its
Subsidiaries that is not wholly owned to, authorise or pay any dividends on or
make any distribution with respect to the outstanding shares in its capital
(whether in cash, assets, shares or other securities of Fleetmatics or its
Subsidiaries), except  dividends and distributions paid or made by
wholly-owned Subsidiaries to the Company or another wholly-owned Subsidiary in
the ordinary course consistent with past practice;

(ii)               shall not, and shall not permit any of its
Subsidiaries to, split, combine or reclassify any of its shares of capital in
issue, or issue or authorise the issuance of any other securities in respect
of, in lieu of or in substitution for, shares in its capital;

(iii)             shall not, and shall not permit any of its
Subsidiaries to (A) grant any Fleetmatics Options, Fleetmatics Share Awards or
any other equity or equity-based awards, (B) grant or announce any increase in
the compensation or other benefits payable or provided to Fleetmatics’
current or former directors, officers, consultants or employees, except in the
case of employees (other than any employee with a title of vice president or
above) (1) in connection with performance-related compensation increases in
the ordinary course of business and consistent with past practice not to
exceed $15,000 and (2) in connection with changes to such employee’s
position, title, responsibilities or promotion in the ordinary course of
business and consistent with past practice not to exceed $15,000, with the
total amount of all increases made pursuant to (B)(1) and (B)(2) not to exceed
$500,000 in the aggregate per calendar quarter, (C) enter into any new, or
amend in any material respect, any employment, indemnification, change of
control, severance, retention or similar agreement or arrangement with any
director, officer, consultant or employee, (D) terminate the employment of
any officers with a title of vice president or above (other than for cause) or
hire any employee with a title of vice president or above or an aggregate
annual base salary and target bonus opportunity of at least $250,000, (E)
amend any performance targets with respect to any outstanding bonus,
incentive, equity or equity-based awards, (F) amend the funding obligation or
contribution rate of any Fleetmatics Benefit Plan or change any underlying
assumptions to calculate benefits payable under any Fleetmatics Benefit Plan,
or (G) establish, adopt, enter into, amend or terminate a Fleetmatics Benefit
Plan or any other plan, trust, fund, policy or arrangement for the benefit of
any current or former directors, officers or employees or any of their
beneficiaries, except, in the case of each of sub-clauses (A) through (G) of
this Clause 5.1(b)(iii) as required by existing written agreements or
Fleetmatics Benefit Plans in effect as of the date of this Agreement and
disclosed to Verizon or as otherwise required by applicable Law;

(iv)             shall not, and shall not permit any of its
Subsidiaries to, make any change in financial accounting policies or
procedures or any of its methods of reporting income, deductions or other
material items for financial accounting purposes, except as required by U.S.
GAAP, applicable Law or SEC policy;

(v)               shall not, and shall not permit any of its
Subsidiaries to, authorise or announce an intention to authorise, or enter
into agreements with respect to, any acquisitions of an equity interest in or
a substantial portion of the assets of any person or any business or division
thereof, or any mergers, consolidations or business combinations, except
pursuant to the matters set forth in Clause 5.1(b)(v)  of the Fleetmatics
Disclosure Schedule;

(vi)             shall not amend the Fleetmatics Memorandum and
Articles of Association, and shall not permit any of its Subsidiaries to adopt
any amendments to its Organisational Documents except pursuant to the EGM
resolutions;

(vii)           shall not, and shall not permit any of its
Subsidiaries to, issue, deliver, grant, sell, pledge, dispose of or encumber,
or authorise the issuance, delivery, grant, sale, pledge, disposition or
encumbrance of, any shares in its capital, voting securities or other equity
interest in Fleetmatics or any Subsidiaries or any securities convertible into
or exchangeable 

- More to follow, for following part double click  ID:nPRr16C64e