REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 5

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 5: For the preceding part double click  ID:nPRr16C64d 

for any such shares, voting securities or equity interest, or
any rights, warrants or options to acquire any such shares in its capital,
voting securities or equity interest or any “phantom” stock, “phantom”
stock rights, stock appreciation rights or stock based performance units or
take any action to cause to be exercisable any otherwise unexercisable
Fleetmatics Option under any existing Fleetmatics Share Plan (except as
otherwise required by the express terms of any options outstanding on the date
hereof), other than (A) issuances of Fleetmatics Ordinary Shares upon the due
exercise of Fleetmatics Options or the settlement of Fleetmatics Share Awards
upon the vesting, in each case in respect of Fleetmatics Options and
Fleetmatics Share Awards outstanding on the date hereof, (B) withholding of
Fleetmatics Ordinary Shares to satisfy Tax obligations pertaining to the
exercise of Fleetmatics Options or the vesting or settlement of Fleetmatics
Share Awards or to satisfy the exercise price with respect to Fleetmatics
Options or to effectuate an optionee direction upon exercise and in accordance
with the terms of the Fleetmatics Share Plans and (C) subject to Clause 4.6,
issuances or distributions of Fleetmatics Ordinary Shares pursuant to the
Fleetmatics ESPP;

(viii)         shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, purchase, redeem or otherwise acquire any shares
in its capital or any rights, warrants or options to acquire any such shares
in its capital, except for acquisitions of Fleetmatics Ordinary Shares
tendered by holders of Fleetmatics Options and Fleetmatics Share Awards in
order to satisfy obligations to pay the exercise price and/or Tax withholding
obligations with respect thereto in accordance with the terms of the
Fleetmatics Share Plans;

(ix)             shall not, and shall not permit any of its
Subsidiaries to, redeem, repurchase, prepay (other than prepayments of
revolving loans), defease, incur, assume, endorse, guarantee or otherwise
become liable for or modify in any material respects the terms of any
indebtedness for borrowed money or issue or sell any debt securities or calls,
options, warrants or other rights to acquire any debt securities (directly,
contingently or otherwise), except for (A) any indebtedness for borrowed money
among Fleetmatics and its wholly-owned Subsidiaries or among Fleetmatics’
wholly-owned Subsidiaries (unless such transaction would be reasonably
expected to have adverse tax consequences with respect to the transactions
contemplated by this Agreement or otherwise have effects upon the Fleetmatics
Group that are material and adverse), (B) issuances of guarantees by
Fleetmatics of indebtedness for borrowed money of Subsidiaries of Fleetmatics
or issuances of guarantees by Fleetmatics’ Subsidiaries of indebtedness for
borrowed money of Fleetmatics or any Subsidiary of Fleetmatics, which
indebtedness is incurred in compliance with this Clause 5.1(b)(ix), (C)
incurrence of indebtedness for borrowed money not to exceed $30 million in the
aggregate incurred pursuant to agreements entered into by Fleetmatics or its
Subsidiaries in effect prior to the execution of this Agreement and set forth
in Clause 5.1(b)(ix) of the Fleetmatics Disclosure Schedule and (D)
transactions at the stated maturity of such indebtedness and required
amortization or mandatory prepayments; provided that nothing contained herein
shall prohibit Fleetmatics and its Subsidiaries from making guarantees or
obtaining letters of credit or surety bonds for the benefit of commercial
counterparties in the ordinary course of business consistent with past
practice;

(x)               shall not, and shall not permit any of its
Subsidiaries to, make any loans to any other person, except for loans among
Fleetmatics and its wholly owned Subsidiaries or among Fleetmatics’ wholly
owned Subsidiaries (provided that (x) subject to the provisions of the
existing indebtedness of Fleetmatics and its Subsidiaries as may be amended,
Fleetmatics and its Subsidiaries shall not make any such loan if it would be
reasonably expected to have adverse tax consequences with respect to the
transactions contemplated by this Agreement or otherwise have effects upon the
Fleetmatics Group that are material and adverse and, (y) in any event,
Fleetmatics shall not structure any such loan in a manner that would be
reasonably expected to have adverse tax consequences with respect to the
transactions contemplated by this Agreement or otherwise have effects upon the
Fleetmatics Group that are material and adverse);

(xi)             shall not, and shall not permit any of its
Subsidiaries to, sell, lease, license, transfer, exchange, swap, let lapse or
otherwise dispose of, or subject to any Lien (other than Fleetmatics Permitted
Liens), any of its material tangible properties or assets (including shares in
the capital of its or their Subsidiaries), except (A) pursuant to existing
agreements in effect prior to the execution of this Agreement and set forth in
Clause 5.1(b)(xi) of the Fleetmatics Disclosure Schedule, (B) in the case of
Liens, as required in connection with any indebtedness permitted to be
incurred pursuant sub-clause (ix) hereof, (C) sales of inventory in the
ordinary course of business, and (D) for transactions among Fleetmatics and
its wholly owned Subsidiaries or among Fleetmatics’ wholly owned
Subsidiaries (provided that (x) subject to the provisions of the existing
indebtedness of Fleetmatics and its Subsidiaries as such provisions may be
amended from time to time, Fleetmatics and its Subsidiaries shall not engage
in any such transaction if it would be reasonably expected to have adverse tax
consequences with respect to the transactions contemplated by this Agreement
or otherwise have effects upon the Fleetmatics Group that are material and
adverse and, (y) in any event, Fleetmatics shall not structure any such
transaction in a manner that would be reasonably expected to have adverse tax
consequences with respect to the transactions contemplated by this Agreement
or otherwise have effects upon the Fleetmatics Group that are material and
adverse);

(xii)           shall not, and shall not permit any of its
Subsidiaries to, (A) sell, assign, convey, transfer, exchange, swap or
otherwise dispose of, or subject to any Lien, any Owned Intellectual Property,
or (B) grant to any third party any license or other rights with respect to
any material Owned Intellectual Property, except for non-exclusive licenses of
Owned Intellectual Property granted to customers in the ordinary course of
business consistent with past practice;

(xiii)         shall not, and shall not permit any of its Subsidiaries
to, abandon, allow to lapse or fail to maintain any material Owned
Intellectual Property, except for such issuances, registrations or
applications that Fleetmatics or any of its Subsidiaries has permitted to
expire or has cancelled or abandoned in its reasonable business judgment;

(xiv)         shall not, and shall not permit any of its Subsidiaries
to, compromise or settle any material claim, litigation, investigation or
proceeding, in each case made or pending by or against Fleetmatics or any of
its Subsidiaries (for the avoidance of doubt, including any compromise or
settlement with respect to matters in which any of them is a plaintiff), or
any of their officers and directors in their capacities as such, other than
the compromise or settlement of claims, litigation, investigations or
proceedings that: (x) is for an amount not to exceed, for any such compromise
or settlement individually or in the aggregate, US$3,000,000,(y) does not
impose any injunctive relief on Fleetmatics and its Subsidiaries or otherwise
encumber or restrict their operations and (z) does not include any admission
of guilt or wrongdoing by Fleetmatics, or otherwise as required by applicable
Law or any judgment by a court of competent jurisdiction;

(xv)           shall not, and shall not permit any of its
Subsidiaries to, make or change any material Tax election, adopt or change any
method of accounting for Tax purposes, make any change in any annual
accounting period, file any amended Tax Return, settle or compromise any audit
or proceeding relating to a material amount of Taxes, agree to an extension or
waiver of the statute of limitations with respect to a material amount of
Taxes, enter into any closing agreement with respect to any Tax or surrender
any right to claim a material amount of Tax refund;

(xvi)         shall not, and shall not permit any of its Subsidiaries
to, make any new capital expenditure or expenditures, or commit to do so, in
excess of the amounts set forth in Clause 5.1(b)(xvi) of the Fleetmatics
Disclosure Schedule;

(xvii)       shall not, and shall not permit any of its Subsidiaries to,
enter into any contract that would, if entered into prior to the date hereof,
be a Fleetmatics Material Contract, or materially modify, materially amend or
terminate any Fleetmatics Material Contract or waive, release or assign any
material rights or claims thereunder;

(xviii)     shall not, and shall not permit any of its Subsidiaries to,
alter any intercompany arrangements or agreements or the ownership structure
among Fleetmatics and its wholly owned Subsidiaries or among Fleetmatics’
wholly owned Subsidiaries if such alterations, individually or in the
aggregate, would reasonably be expected to have tax consequences to
Fleetmatics or any of its Subsidiaries or otherwise have effects upon the
Fleetmatics Group that are material and adverse; and

(xix)         shall not, and shall not permit any of its Subsidiaries
to, agree, in writing or otherwise, to take any of the foregoing actions.

5.2              Non-Solicitation Applicable to Fleetmatics

(a)               Subject to any actions which Fleetmatics is
required to take so as to comply with the requirements of the Takeover Rules,
Fleetmatics agrees that neither it nor any Subsidiary of Fleetmatics shall,
and that it shall use its reasonable best efforts to cause its and their
respective Representatives and any person Acting in Concert with Fleetmatics
not to, directly or indirectly: (i) solicit, initiate or knowingly encourage
any enquiry with respect to, or the making or submission of, any Fleetmatics
Alternative Proposal, (ii) participate in any discussions or negotiations
regarding a Fleetmatics Alternative Proposal with, or furnish any nonpublic
information regarding a Fleetmatics Alternative Proposal to, any person that
has made or, to Fleetmatics’ knowledge, is considering making a Fleetmatics
Alternative Proposal, except to notify such person as to the existence of the
provisions of this Clause 5.2, or (iii) waive, terminate, modify or fail to
use its reasonable best efforts to enforce any provision of any
“standstill” or similar obligation of any person with respect to
Fleetmatics or any of its Subsidiaries.  Fleetmatics shall, and shall cause
its Subsidiaries and its and their respective Representatives to, immediately
cease and cause to be terminated all existing discussions or negotiations with
any person conducted heretofore with respect to any Fleetmatics Alternative
Proposal, or any enquiry or proposal that may reasonably be expected to lead
to a Fleetmatics Alternative Proposal, request the prompt return or
destruction of all confidential information previously furnished in connection
therewith and immediately terminate all physical and electronic dataroom
access previously granted to any such person or its Representatives.

(b)               Notwithstanding the limitations set forth in
Clause 5.2(a), if Fleetmatics receives a bona fide written Fleetmatics
Alternative Proposal or enquiry or proposal from a person who is intending on
making a Fleetmatics Alternative Proposal and the Fleetmatics Board determines
in good faith (after consultation with Fleetmatics’ financial advisor and
outside legal counsel) that (i) such Fleetmatics Alternative Proposal, enquiry
or proposal either constitutes a Fleetmatics Superior Proposal or could
reasonably be expected to result in a Fleetmatics Superior Proposal and (ii)
the failure to take the actions described in clauses (x) and (y) below would
be inconsistent with the directors’ fiduciary duties under applicable Law,
and which Fleetmatics Alternative Proposal, enquiry or proposal was made after
the date of this Agreement and did not otherwise result from a breach of this
Clause 5.2, Fleetmatics may take any or all of the following actions: (x)
furnish nonpublic information to the third party (and any persons Acting in
Concert with such third party and to their respective potential financing
sources and Representatives) making or intending to make such Fleetmatics
Alternative Proposal (provided that all such information has previously been
provided to Verizon or is provided to Verizon concurrently with the time it is
provided to such person(s)), if, and only if, prior to so furnishing such
information, Fleetmatics receives from the third party an executed
confidentiality agreement on terms no less restrictive of such person than the
Confidentiality Agreement and (y) engage in discussions or negotiations with
the third party with respect to such Fleetmatics Alternative Proposal.
Fleetmatics will promptly (and in any event within 24 hours of receipt) notify
Verizon orally and in writing of the receipt of any Fleetmatics Alternative
Proposal or any communication or proposal that may reasonably be expected to
lead to a Fleetmatics Alternative Proposal, and shall, in the case of any such
notice, set forth the material terms and conditions of such Fleetmatics
Alternative Proposal or such communication or proposal (including any changes
to such material terms and conditions) and the identity of the person making
any such Fleetmatics Alternative Proposal, and thereafter shall promptly keep
Verizon informed on a current basis of any material change to the terms and
status of any such Fleetmatics Alternative Proposal. Fleetmatics shall provide
to Verizon as soon as reasonably practicable after receipt or delivery thereof
(and in any event within 24 hours of receipt or delivery) copies of all
written correspondence and other written material exchanged between
Fleetmatics or any of its Subsidiaries and the person making any such
Fleetmatics Alternative Proposal (or such person’s Representatives) that
describes any of the material terms or conditions of such Fleetmatics
Alternative Proposal, including draft agreements or term sheets submitted by
either party in connection therewith. Fleetmatics shall not, and shall cause
its Subsidiaries not to, enter into any confidentiality or other agreement
with any person subsequent to the date of this Agreement that prohibits
Fleetmatics from providing such information to Verizon.

(c)               Except as set forth in Clauses 5.2(d), (e) and
(h) below, neither the Fleetmatics Board nor any committee thereof shall (i)
(A) withdraw or fail to make (or qualify or modify in any manner adverse to
Verizon), or propose publicly to withdraw or fail to make (or qualify or
modify in any manner adverse to Verizon), the Scheme Recommendation or the
recommendation contemplated by Clause 3.6(c)(iii) or (B) approve, recommend or
declare advisable, or propose publicly to approve, recommend or declare
advisable, any Fleetmatics Alternative Proposal (any action in this subclause
(i) being referred to as a “Fleetmatics Change of Recommendation”) (it
being agreed that (x) no “stop, look and listen” communication pursuant to
Rule 14d?9(f) of the Exchange Act in and of itself shall constitute a
Fleetmatics Change of Recommendation and, (y) for the avoidance of doubt, the
provision by Fleetmatics to Verizon of notice or information in connection
with a Fleetmatics Alternative Proposal or Fleetmatics Superior Proposal as
required or expressly permitted by this Agreement shall not, in and of itself,
constitute a Fleetmatics Change of Recommendation) or (ii) cause or allow
Fleetmatics or any of its Subsidiaries to execute or enter into, any letter of
intent, memorandum of understanding, agreement in principle, merger agreement,
acquisition agreement, transaction agreement, implementation agreement, option
agreement, joint venture agreement, alliance agreement, partnership agreement
or other agreement constituting or with respect to, or that would reasonably
be expected to lead to, any Fleetmatics Alternative Proposal, or requiring, or
reasonably expected to cause, Fleetmatics to abandon, terminate, delay or fail
to consummate the Acquisition (other than as contemplated by Clause 5.2(h)(i)
and other than a confidentiality agreement as contemplated by Clause 5.2(b)).

(d)              Nothing in this Agreement shall prohibit or
restrict the Fleetmatics Board, in response to an Intervening Event, from
making a Fleetmatics Change of Recommendation at any time prior to obtaining
the Fleetmatics Shareholder Approval if the Fleetmatics Board has concluded in
good faith (after consultation with Fleetmatics’ outside legal counsel and
financial advisor) that the failure to take such action would be inconsistent
with the directors’ fiduciary duties under applicable Law; provided,
however, that Fleetmatics shall have provided prior written notice to Verizon,
at least four (4) Business Days in advance, of the Fleetmatics Board’s
intention to make such Fleetmatics Change of Recommendation and the reasons
therefor, and provided, further, that the Fleetmatics Board shall take into
account any changes to the terms of this Agreement and the Scheme proposed by
Verizon in response to such prior written notice or otherwise, and during such
four (4) Business Day period, Fleetmatics shall engage in good faith
negotiations with Verizon regarding any changes to the terms of this Agreement
proposed by Verizon.  Notwithstanding any Fleetmatics Change of
Recommendation, unless this Agreement has been terminated in accordance with
Clause 9, Fleetmatics shall hold the Court Meeting and the EGM in accordance
with Clause 3.1 for purposes of obtaining the approval of the Resolutions by
the requisite majorities of Fleetmatics Shareholders, and nothing contained
herein shall be deemed to relieve Fleetmatics of such obligation.

(e)               Nothing contained in this Agreement shall
prohibit or restrict Fleetmatics or the Fleetmatics Board from (i) taking and
disclosing to the Fleetmatics Shareholders a position or making a statement
contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A
promulgated under the Exchange Act, or other applicable Law, or (ii) making
any disclosure to the Fleetmatics Shareholders if in the good faith judgment
of the Fleetmatics Board (after consultation with Fleetmatics’ outside legal
counsel), failure to so disclose and/or take would be inconsistent with the
directors’ fiduciary duties under applicable Law; provided, however, that
any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9
promulgated under the Exchange Act that relates to the approval,
recommendation or declaration of advisability by the Fleetmatics Board with
respect to this Agreement, the Scheme and/or the Takeover Offer or a
Fleetmatics Alternative Proposal shall be deemed to be a Fleetmatics Change of
Recommendation unless Fleetmatics in connection with such disclosure publicly
states that the Fleetmatics Board expressly rejects the applicable Fleetmatics
Alternative Proposal and expressly states that its recommendation with respect
to this Agreement, the Scheme and/or the Takeover Offer has not changed or
expressly reiterates the prior recommendation of the Fleetmatics Board,
without otherwise disclosing or effecting any Fleetmatics Change of
Recommendation.

(f)                As used in this Agreement, “Fleetmatics
Alternative Proposal” shall mean any bona fide proposal or bona fide offer
made by any person (other than a proposal or offer by Verizon or any of its
Concert Parties or any person Acting in Concert with Verizon pursuant to Rule
2.5 of the Takeover Rules) for (i) the acquisition of Fleetmatics by scheme of
arrangement, takeover offer or business combination transaction; (ii) the
acquisition by any person of 20% or more of the assets of Fleetmatics and its
Subsidiaries, taken as a whole, measured by either book value or fair market
value (including equity securities of Fleetmatics’ Subsidiaries); (iii) the
acquisition by any person (or the stockholders of any person) of 20% or more
of the outstanding Fleetmatics Ordinary Shares; (iv) any merger, business
combination, consolidation, share exchange, recapitalisation or similar
transaction involving Fleetmatics as a result of which the holders of
Fleetmatics Ordinary Shares immediately prior to such transaction do not, in
the aggregate, own at least 80% of the outstanding voting power of the
surviving or resulting entity in such transaction immediately after
consummation thereof; or (v) any combination of the foregoing.

(g)               As used in this Agreement “Fleetmatics
Superior Proposal” shall mean 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 this 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%”).

(h)               The Parties agree that:

(i)                 Nothing in this Agreement shall prohibit
or restrict the Fleetmatics Board, at any time prior to obtaining the
Fleetmatics Shareholder Approval, from making a Fleetmatics Change of
Recommendation and substantially concurrently therewith Fleetmatics
terminating this Agreement in order to substantially concurrently enter into a
definitive written agreement to implement a Fleetmatics Superior Proposal
first made after the date of this Agreement and that did not result from a
breach of this Clause 5.2, provided that, (w) the Fleetmatics Board has
concluded in good faith (after consultation with Fleetmatics’ financial
advisor and outside legal counsel)) that (1) the Fleetmatics Alternative
Proposal constitutes a Fleetmatics Superior Proposal and (2) the failure to
take such action would be inconsistent with the directors’ fiduciary duties
under applicable Law, (x) promptly upon the Fleetmatics Board’s
determination that a Fleetmatics Superior Proposal exists (and in any event,
within 24 hours of such determination), Fleetmatics has provided a written
notice to Verizon (a “Fleetmatics Superior Proposal Notice”) advising
Verizon that Fleetmatics has received a Fleetmatics Alternative Proposal and
specifying the information with respect thereto required by Clause 5.2(b) and
including written notice of the determination of the Fleetmatics Board that
the Fleetmatics Alternative Proposal constitutes a Fleetmatics Superior
Proposal, (y) Fleetmatics has provided Verizon with an opportunity, for a
period of four (4) Business Days from the time of delivery to Verizon of the
Fleetmatics Superior Proposal Notice (as may be extended pursuant to the
proviso below, the “Verizon Notice Period”), to propose to amend (the
“Verizon Right to Match”) the terms and conditions of this Agreement and
the Acquisition, including an increase in, or modification of, the Cash
Consideration (any such proposed transaction, a “Verizon Revised
Acquisition”), such that the Fleetmatics Superior Proposal no longer
constitutes a Fleetmatics Superior Proposal, and (z) at the end of such
Verizon Notice Period, the Fleetmatics Board has determined (after
consultation with Fleetmatics’ financial advisor and outside legal counsel)
that (i) the Fleetmatics Superior Proposal continues to be a Fleetmatics
Superior Proposal notwithstanding the Verizon Revised Acquisition and taking
into account all amendments and proposed changes made thereto during the
Verizon Notice Period and (ii) the failure to take such action would be
inconsistent with the directors’ fiduciary duties under applicable Law. In
the event that during the Verizon Notice Period any material revision is made
to the terms of the Fleetmatics Superior Proposal, Fleetmatics shall be
required, upon each such revision, to deliver a new Fleetmatics Superior
Proposal Notice to Verizon and to comply with the requirements of this Clause
5.2(h)(i) with respect to such new Fleetmatics Superior Proposal Notice; and

(ii)               in the event that a competitive situation
arises within the meaning of Rule 31.4 of the Takeover Rules in relation to
Verizon and a third party or parties, Fleetmatics shall use its reasonable
best efforts to obtain permission from the Panel to provide that the auction
procedure determined by the Panel (if any) shall give effect to and be
consistent with Verizon’s rights and the obligations of Fleetmatics and the
Fleetmatics Board pursuant to this Clause 5.2(h), and Fleetmatics shall, to
the extent reasonably practicable, keep Verizon reasonably informed of any
discussions with the Panel in respect of the determination of such auction
procedure.

6.                  REPRESENTATIONS AND WARRANTIES

6.1              Fleetmatics Representations and Warranties

Except as disclosed in the Fleetmatics SEC Documents filed or furnished with
the SEC since December 31, 2014 and publicly available prior to the date
hereof or in the applicable section of the disclosure schedule delivered by
Fleetmatics to Verizon immediately prior to the execution of this Agreement
(the “Fleetmatics Disclosure Schedule”) (it being agreed that disclosure
of any item in any section of the Fleetmatics Disclosure Schedule shall be
deemed disclosure with respect to any other subclause of this Clause 6.1 to
which the relevance of such item is reasonably apparent on its face without
any independent knowledge of the reader), Fleetmatics represents and warrants
to Verizon as follows:

(a)               Qualification, Organisation, Subsidiaries,
etc.  Each of Fleetmatics and its Subsidiaries is a legal entity duly
organised, validly existing and, where relevant, in good standing under the
Laws of its jurisdiction of organisation and has all requisite corporate or
similar power and authority to own, lease and operate its properties and
assets and to carry on its business as presently conducted and is qualified to
do business and is in good standing as a foreign corporation in each
jurisdiction where the ownership, leasing or operation of its assets or
properties or conduct of its business requires such qualification, except
where the failure of one or more of Fleetmatics’ Subsidiaries to be so
qualified or, where relevant, in good standing, or to have such power or
authority, has not had and would not reasonably be expected to have,
individually or in the aggregate, a Fleetmatics Material Adverse Effect.
Fleetmatics has filed with the SEC, prior to the date of this Agreement, a
complete and accurate copy of the  Memorandum and Articles of Association of
Fleetmatics (the “Fleetmatics Memorandum and Articles of Association”) as
amended to the date hereof.  The Fleetmatics Memorandum and Articles of
Association are in full force and effect and Fleetmatics is not in violation
of the Fleetmatics Memorandum and Articles of Association, except for such
violations as have not been and would not reasonably be expected to be,
individually or in the aggregate, materially adverse to the business or
results of operations of Fleetmatics and its Subsidiaries taken as a whole.

(i)                 Subsidiaries.  All the issued and
outstanding shares of capital stock of, or other equity interests in, each
Subsidiary of Fleetmatics have been validly issued and are fully paid and
nonassessable and are owned, directly or indirectly, by Fleetmatics free and
clear of all Liens, other than Fleetmatics Permitted Liens.

(b)               Capital.

(i)                 The authorised capital of Fleetmatics
consists of 66,666,663 ordinary shares, nominal value €0.015 per share
(“Fleetmatics Ordinary Shares”), 8,908,904 series A preferred shares,
nominal value €0.01375178 per share (“Fleetmatics Series A Preferred
Shares”), 6,150,095 series B preferred shares, nominal value €0.01375178
per share (“Fleetmatics Series B Preferred Shares”), 19,575,735 series C
preferred shares, nominal value €0.01 per share (“Fleetmatics Series C
Preferred Shares” and, together with the Fleetmatics Series A Preferred
Shares and the Fleetmatics Series B Preferred Shares, the “Fleetmatics
Preferred Shares”), 5,000,004 deferred shares, nominal value €0.01 per
share (“Fleetmatics Deferred Shares”), 3 A deferred shares, nominal value
€0.005 (“Fleetmatics A Deferred Shares”) and 5,000,000 undesignated
shares, nominal value €0.015 per share (“Fleetmatics Undesignated
Shares”).  As of July 28, 2016 (the “Fleetmatics Capitalisation Date”),
(A) (i) 39,166,956 Fleetmatics Ordinary Shares were issued and outstanding and
(ii) no Fleetmatics Preferred Shares, Fleetmatics Deferred Shares or
Fleetmatics A Deferred Shares were issued or outstanding, (B) (i) no
Fleetmatics Ordinary Shares were held in treasury and (ii) no Fleetmatics
Ordinary Shares were held by Subsidiaries of Fleetmatics and (C) 10,434,014
Fleetmatics Ordinary Shares were reserved for issuance pursuant to the
Fleetmatics Share Plans, of which 313,867 Fleetmatics Ordinary Shares were
issuable upon the exercise of Fleetmatics Options outstanding on the date
hereof and 2,797,035 Fleetmatics Shares were issuable on the vesting and
settlement of outstanding Fleetmatics Share Awards outstanding on the date
hereof, determined on the basis that any Unvested Share Awards subject to
performance-based vesting are treated in accordance with Clause 4.3(c) hereof,
and 400,000 Fleetmatics Ordinary Shares were reserved for issuance pursuant to
the Fleetmatics ESPP and, of which 31,250 Fleetmatics Ordinary Shares were
estimated to be issuable on the settlement of outstanding purchase rights
under the offering period in effect on the date hereof. All the outstanding
Fleetmatics Ordinary Shares are, and all Fleetmatics Ordinary Shares reserved
for issuance as noted above shall be, when issued in accordance with the
respective terms thereof, duly authorised, validly issued, fully paid and
non-assessable and free of pre-emptive rights (other than any statutory
pre-emptive rights granted under the Act).

(ii)               Clause 6.1(b)(ii) of the Fleetmatics
Disclosure Schedule sets forth, with respect to each Fleetmatics Share Plan,
on a holder-by-holder basis, (A) the number of Fleetmatics Ordinary Shares
that are subject to Fleetmatics Options, (B) the number of Fleetmatics
Ordinary Shares that are subject to performance-based Fleetmatics Share
Awards, assuming target performance and assuming maximum performance, (C) the
number of Fleetmatics Ordinary Shares that are subject to Fleetmatics Share
Awards that do not include performance-based vesting criteria, (D) the grant
date of each such award, (E) the vesting schedule of each such award, (F) the
exercise price for each such award, if applicable, and (G) the expiration date
of each such award (such schedule, the “Fleetmatics Equity Schedule”), in
each case, as of July 28, 2016. Fleetmatics shall provide Verizon with an
updated Fleetmatics Equity Schedule within three (3) business days prior to
the anticipated Completion Date to reflect any changes occurring between July
28, 2016, and the applicable date of delivery. 

(iii)             Except as set forth in sub-clause (i) above, as
of the date hereof: (A) Fleetmatics does not have any shares of capital in
issue or outstanding other than Fleetmatics Ordinary Shares that have become
outstanding after the Fleetmatics Capitalisation Date, but were reserved for
issuance as set forth in sub?clause (i) above, and (B) there are no
outstanding subscriptions, options, warrants, puts, calls, exchangeable or
convertible securities or other similar rights, agreements or commitments
relating to the issuance of shares of capital to which Fleetmatics or any of
Fleetmatics’ Subsidiaries is a party obligating Fleetmatics or any of
Fleetmatics’ Subsidiaries to (I) issue, transfer or sell any shares in the
capital or other equity interests of Fleetmatics or any Subsidiary of
Fleetmatics or securities convertible into or exchangeable for such shares or
equity interests (in each case other than to Fleetmatics or a wholly owned
Subsidiary of Fleetmatics); (II) grant, extend or enter into any such
subscription, option, warrant, put, call, exchangeable or convertible
securities or other similar right, agreement or commitment; (III) redeem or
otherwise acquire any such shares in its capital or other equity interests; or
(IV) provide a material amount of funds to, or make any material investment
(in the form of a loan, capital contribution or otherwise) in, any Subsidiary
that is not wholly owned by Fleetmatics and/or one or more of its
Subsidiaries.

(iv)             Neither Fleetmatics nor any of its Subsidiaries
has outstanding bonds, debentures, notes or other similar obligations, the
holders of which have the right to vote (or which are convertible into or
exercisable for securities having the right to vote) with the Fleetmatics
Shareholders on any matter.

(v)               There are no voting trusts or other agreements
or understandings to which Fleetmatics or any of its Subsidiaries is a party
with respect to the voting of the shares in the capital or other equity
interest of Fleetmatics or any of its Subsidiaries.

(c)               Corporate Authority Relative to this
Agreement; No Violation.

(i)                 Fleetmatics has all requisite corporate
power and authority to enter into this Agreement and the Expenses
Reimbursement Agreement and, subject (in the case of this Agreement) to
receipt of the Fleetmatics Shareholder Approval, to consummate the
transactions contemplated hereby and thereby, including the Acquisition. The
execution and delivery of this Agreement and the Expenses Reimbursement
Agreement and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorised by the Fleetmatics Board and,
except for (A) the Fleetmatics Shareholder Approval and (B) the filing of the
required documents and other actions in connection with the Scheme with, and
to receipt of the required approval of the Scheme by, the High Court, no other
corporate proceedings on the part of Fleetmatics are necessary to authorise
the consummation of the transactions contemplated hereby. On or prior to the
date hereof, the Fleetmatics Board has determined that the transactions
contemplated by this Agreement are fair to and in the best interests of
Fleetmatics and the Fleetmatics Shareholders and has adopted a resolution to
make, subject to Clause 5.2 and to the obligations of the Fleetmatics Board
under the Takeover Rules, the Scheme Recommendation and the recommendation
contemplated by Clause 3.6(c)(iii).  This Agreement has been duly and validly
executed and delivered by Fleetmatics and, assuming this Agreement constitutes
the valid and binding agreement of Verizon and Bidco, constitutes the valid
and binding agreement of Fleetmatics, enforceable against Fleetmatics in
accordance with its terms, except that (A) such enforcement may be subject to
applicable bankruptcy, insolvency, examinership, reorganisation, moratorium or
other similar Laws, now or hereafter in effect, relating to creditors’
rights generally and (B) equitable remedies of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defences and to the discretion of the court before which any proceeding
therefor may be brought.

(ii)               Other than in connection with or in
compliance with (A) the provisions of the Act, (B) the Takeover Panel Act and
the Takeover Rules, (C) the Securities Act, (D) the Exchange Act, (E) the HSR
Act, (F) any applicable requirements of other Antitrust Laws set forth on
Clause  6.1(c)(ii) of the Fleetmatics Disclosure Schedule, (G) any applicable
requirements of the NYSE and (H) the other Clearances set forth on Clause
6.1(c)(ii) of the Fleetmatics Disclosure Schedule, no authorisation, consent
or approval of, or filing with, any Relevant Authority is necessary, under
applicable Law, for the consummation by Fleetmatics of the transactions
contemplated by this Agreement, except for such authorisations, consents,
approvals or filings (I) that, if not obtained or made, would not reasonably
be expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect, or (II) as may arise as a result of facts or circumstances
relating to Verizon or its Affiliates or Laws or contracts binding on Verizon
or its Affiliates.

(iii)             The execution and delivery by Fleetmatics of
this Agreement and the Expenses Reimbursement Agreement do not, and, except as
described in Clause 6.1(c)(ii), the consummation of the transactions
contemplated hereby and compliance with the provisions hereof will not, (A)
result in any violation or breach of, or default or change of control (with or
without notice or lapse of time, or both) under, or give rise to a right of,
or result in, termination, modification, cancellation or acceleration of any
obligation or to the loss of a benefit under any loan, guarantee of
indebtedness or credit agreement, note, bond, mortgage, indenture, lease,
agreement, contract, instrument, permit, concession, franchise, right or
license binding upon Fleetmatics or any of Fleetmatics’ Subsidiaries or
result in the creation of any liens, claims, mortgages, encumbrances, pledges,
security interests, equities, licenses, options, rights of first offer or
refusal or charges of any kind (each, a “Lien”) or any other obligations,
losses or grants of rights upon any of the properties, rights or assets of
Fleetmatics or any of Fleetmatics’ Subsidiaries, other than Fleetmatics
Permitted Liens, or of Verizon or any of Verizon’s Subsidiaries, (B)
conflict with or result in any violation of any provision of the
Organisational Documents of Fleetmatics or any of Fleetmatics’ Subsidiaries
or (C) conflict with or violate any Laws applicable to Fleetmatics or any of
Fleetmatics’ Subsidiaries or any of their respective properties or assets,
other than, (I) in the case of sub?clauses (A), (B) (with respect to
Subsidiaries that are not Significant Subsidiaries) and (C), any such
violation, conflict, default, termination, cancellation, acceleration, right,
loss or Lien that would not reasonably be expected to have, individually or in
the aggregate, a Fleetmatics Material Adverse Effect, and (II) as may arise as
a result of facts or circumstances relating to Verizon or its Affiliates or
Laws or contracts binding on Verizon or its Affiliates.

(d)              Reports and Financial Statements.

(i)                 Since December 31, 2013, Fleetmatics has
filed or furnished, or if not yet filed or furnished, will file or furnish, on
a timely basis, all forms, documents and reports (including exhibits and other
information incorporated therein) required to be filed or furnished prior to
the date hereof by it with the SEC (the “Fleetmatics SEC Documents”) and
has filed, or if not yet filed, will file all returns, particulars,
resolutions and documents required to be filed or to be delivered on behalf of
Fleetmatics with the Register of Companies in Ireland.  As of their
respective dates, or, if amended, as of the date of the last such amendment,
the Fleetmatics SEC Documents complied, or if not yet filed or furnished, will
comply in all material respects with the requirements of the Securities Act,
the Exchange Act and the Sarbanes-Oxley Act of 2002 of the United States, as
amended (the “Sarbanes-Oxley Act”), as the case may be, and the applicable
rules and regulations promulgated thereunder, and none of the Fleetmatics SEC
Documents contained, or if not yet filed or furnished, will contain any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made not misleading.

(ii)               The consolidated financial statements
(including all related notes and schedules) of Fleetmatics included in the
Fleetmatics SEC Documents when filed complied, or if not yet filed, will
comply as to form in all material respects with the applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto in effect at the time of such filing and fairly present, or if not yet
filed, will fairly present in all material respects the consolidated financial
position of Fleetmatics and its consolidated Subsidiaries, as at the
respective dates thereof, and the consolidated results of their operations and
their consolidated cash flows for the respective periods then ended (subject,
in the case of the unaudited statements, to normal year-end audit adjustments
and to any other adjustments described therein, including the notes thereto)
in conformity with U.S. GAAP (except, in the case of the unaudited statements,
to the extent permitted by the SEC) applied on a consistent basis during the
periods involved (except as may be indicated therein or in the notes thereto).

(e)               Internal Controls and Procedures. 
Fleetmatics has established and maintains disclosure controls and procedures
and internal control over financial reporting (as such terms are defined in
paragraphs (e) and (f), respectively, of Rule 13-a15 under the Exchange Act)
as required by Rule 13a-15 under the Exchange Act.  Fleetmatics’ disclosure
controls and procedures are reasonably designed to ensure that all material
information required to be disclosed by Fleetmatics in the reports that it
files or furnishes under the Exchange Act is recorded, processed, summarised
and reported within the time periods specified in the rules and forms of the
SEC, and that all such material information is accumulated and communicated to
Fleetmatics’ management as appropriate to allow timely decisions regarding
required disclosure and to make the certifications required pursuant to
Sections 302 and 906 of the Sarbanes-Oxley Act.  Fleetmatics’ internal
control over financial reporting is effective in all material respects in
providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. GAAP and includes policies and procedures that (a)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of Fleetmatics,
(b) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. GAAP,
and that receipts and expenditures of Fleetmatics are being made only in
accordance with authorisations of management and directors of Fleetmatics, and
(c) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use or disposition of Fleetmatics’ assets that
could have a material effect on its financial statements.

(f)                No Undisclosed Liabilities.  Except (i) as
disclosed, reflected or reserved against in Fleetmatics’ consolidated
balance sheet (or the notes thereto) as of December 31, 2015 included in the
Fleetmatics SEC Documents filed on or prior to the date hereof, (ii) for
liabilities incurred in the ordinary course of business since December 31,
2015, (iii) as expressly permitted or contemplated by this Agreement and (iv)
for liabilities which have been discharged or paid in full in the ordinary
course of business, neither Fleetmatics nor any Subsidiary of Fleetmatics has
any liabilities of any nature, whether or not accrued, contingent or
otherwise, other than those which, individually or in the aggregate, have not
had and would not reasonably be expected to have a Fleetmatics Material
Adverse Effect. Neither Fleetmatics nor any of its Subsidiaries is, or has
ever been, a party to any “off balance sheet arrangements” (as defined in
Item 303(a) of Regulation S-K promulgated by the SEC).

(g)               Compliance with Law; Permits.

(i)                 Fleetmatics and each of Fleetmatics’
Subsidiaries are, and since December 31, 2013 have been, in compliance with
and are not, and since December 31, 2013 have not been, in default under or in
violation of any Laws applicable to Fleetmatics, such Subsidiaries or any of
their respective properties or assets, except where such non-compliance,
default or violation has not been and would not reasonably be expected to be,
individually or in the aggregate, materially adverse to the business or
results of operations of Fleetmatics and its Subsidiaries taken as a whole.

(ii)               Fleetmatics and Fleetmatics’ Subsidiaries
are in possession of, and since December 31, 2013 have at all times held, all
franchises, grants, authorisations, licenses, permits, easements, variances,
exceptions, consents, certificates, approvals and orders of any Relevant
Authority necessary for Fleetmatics and Fleetmatics’ Subsidiaries to own,
lease and operate their properties and assets or to carry on their businesses
as they are now being conducted (the “Fleetmatics Permits”), except where
the failure to have any of the Fleetmatics Permits has not been and would not
reasonably be expected to be, individually or in the aggregate, materially
adverse to the business or results of operations of Fleetmatics and its
Subsidiaries taken as a whole. All Fleetmatics Permits are in full force and
effect, except where the failure to be in full force and effect has not been
and would not reasonably be expected to be, individually or in the aggregate,
materially adverse to the business or results of operations of Fleetmatics and
its Subsidiaries taken as a whole.

(h)               Environmental Laws and Regulations.  Except
for such matters as, individually or in the aggregate, have not had and would
not reasonably be expected to have a Fleetmatics Material Adverse Effect: (i)
Fleetmatics and its Subsidiaries (and, to the knowledge of Fleetmatics, its
former Subsidiaries) are, and since December 31, 2013 have been, in compliance
with all, and have not violated any, applicable Environmental Laws; (ii) no
property currently or formerly owned, leased or operated by Fleetmatics or any
of its Subsidiaries (or, to the knowledge of Fleetmatics, any of its former
Subsidiaries) (including soils, groundwater, surface water, buildings or other
structures), or any other location used by Fleetmatics or any of its
Subsidiaries (or, to the knowledge of Fleetmatics, its former Subsidiaries),
is contaminated with any Hazardous Substance in a manner that is or is
reasonably likely to be required to be Remediated or Removed (as such terms
are defined below), that is in violation of any Environmental Law, or that is
reasonably likely to give rise to any Environmental Liability; (iii) neither
Fleetmatics nor any of its Subsidiaries (or, to the knowledge of Fleetmatics,
its former Subsidiaries) has received any notice, demand letter, claim or
request for information alleging that Fleetmatics or any of its Subsidiaries
(or its former Subsidiaries) may be in violation of or subject to liability
under any Environmental Law or are allegedly subject to any Removal, Remedial
or Response actions; (iv) neither Fleetmatics nor any of its Subsidiaries (or,
to the knowledge of Fleetmatics, its former Subsidiaries) is subject to any
order, decree, injunction or agreement with any Relevant Authority, or any
indemnity or other agreement with any third party, concerning liability or
obligations relating to any Environmental Law or otherwise relating to any
Hazardous Substance; and (v) Fleetmatics and each of its Subsidiaries has all
of the Environmental Permits necessary for the conduct and operation of its
business as now being conducted, and all such Environmental Permits are in
good standing. As used herein, the term “Environmental Laws” means all
Laws (including any common law) relating to: (A) the protection, investigation
or restoration of the environment or natural resources, (B) the handling, use,
presence, disposal, Release or threatened Release of any Hazardous Substance
or (C) noise, odour, indoor air, employee exposure, electromagnetic fields,
wetlands, pollution, contamination or any injury or threat of injury to
persons or property relating to any Hazardous Substance.  As used herein, the
term “Environmental Liability” means any obligations or liabilities
(including any notices, claims, complaints, suits or other assertions of
obligations or liabilities) that are: (A) related to the environment
(including on-site or off-site contamination by Hazardous Substances of
surface or subsurface soil or water); and (B) based upon (I) any provision of
Environmental Laws or (II) any order, consent, decree, writ, injunction or
judgment issued or otherwise imposed by any Relevant Authority and includes:
fines, penalties, judgments, awards, settlements, losses, damages, costs, fees
(including attorneys’ and consultants’ fees), expenses and disbursements
relating to environmental matters; defence and other responses to any
administrative or judicial action (including notices, claims, complaints,
suits and other assertions of liability) relating to environmental matters;
and financial responsibility for (x) clean-up costs and injunctive relief,
including any Removal, Remedial or Response actions, and (y) compliance or
remedial measures under other Environmental Laws. As used herein, the term
“Hazardous Substance” means any “hazardous substance” and any
“pollutant or contaminant” as those terms are defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended
(“CERCLA”); any “hazardous waste” as that term is defined in the
Resource Conservation and Recovery Act (“RCRA”); and any “hazardous
material” as that term is defined in the Hazardous Materials Transportation
Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are
further defined, construed, or otherwise used in rules, regulations,
standards, orders, guidelines, directives, and publications issued pursuant
to, or otherwise in implementation of, said Laws); and any pollutant, chemical
or substance that is subject to regulation, control or remediation under any
environmental Law, including any petroleum product or by-product, solvent,
flammable or explosive material, radioactive material, asbestos, lead paint,
polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals,
radon gas, mould, mould spores, and mycotoxins. As used herein, the term
“Release” means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, placing,
discarding, abandonment, or disposing into the environment (including the
placing, discarding or abandonment of any barrel, container or other
receptacle containing any Hazardous Substance or other material).  As used
herein, the term “Removal, Remedial or Response” actions include the types
of activities covered by CERCLA, RCRA, and other comparable Environmental
Laws, and whether such activities are those which might be taken by a Relevant
Authority or those which a Relevant Authority or any other person might seek
to require of waste generators, handlers, distributors, processors, users,
storers, treaters, owners, operators, transporters, recyclers, reusers,
disposers, or other persons under “removal,” “remedial,” or other
“response” actions.  As used herein, the term “Environmental Permits”
means any material permit, license, authorization or approval required under
applicable Environmental Laws.

(i)                 Employee Benefit Plans.

(i)                 Clause 6.1(i)(i) of the Fleetmatics
Disclosure Schedule sets forth a complete and accurate list of all Fleetmatics
Benefit Plans. With respect to each Fleetmatics Benefit Plan, prior to the
date hereof, Fleetmatics has made available to Verizon true and complete
copies of, if applicable (i) the plan document (and, if applicable, related
trust or funding agreements or insurance policies) or, to the extent the
Fleetmatics Benefit Plan is not in writing, a written summary of the material
terms thereof, and all amendments thereto; (ii) the most recent summary plan
description or prospectus and any summary of material modifications; (iii) if
the Fleetmatics Benefit Plan is intended to qualify under Section 401(a) of
the Code, the most recent determination letter received from the IRS; (iv) the
most recent available annual report (Form 5500 and all schedules and financial
statements attached thereto), if any; and (v) all material correspondence
within the past two (2) years to or from any Governmental Entity relating to
such Fleetmatics Benefit Plan; provided, that Fleetmatics shall not be
required to provide a written copy of a Fleetmatics Benefit Plan to the extent
such Fleetmatics Benefit Plan is a plan mandated by a Governmental Entity or
is a standard offer letter or employment agreement in a jurisdiction where
offer letters or employment agreements are standard practice or required by
applicable Law.

(ii)               Except as has not had and would not
reasonably be expected to have, individually or in the aggregate, a
Fleetmatics Material Adverse Effect, (A) each of the Fleetmatics Benefit Plans
has been established, operated and administered in compliance with its terms
in accordance with applicable Laws, including, but not limited to, ERISA, the
Code and in each case the regulations thereunder; (B) no Fleetmatics Benefit
Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of
the Code; (C) no Fleetmatics Benefit Plan provides benefits, including death
or medical benefits (whether or not insured), with respect to current or
former employees or directors of Fleetmatics or its Subsidiaries beyond their
retirement or other termination of service, other than coverage mandated by
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), or comparable U.S. state law; (D) no liability under Title IV
of ERISA has been incurred by Fleetmatics, its Subsidiaries or any of their
respective ERISA Affiliates that has not been satisfied in full, and no
condition exists that is reasonably likely to cause Fleetmatics, its
Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder;
(E) no Fleetmatics Benefit Plan is a “multiemployer pension plan” (as such
term is defined in Section 3(37) of ERISA) or a plan that has two or more
contributing sponsors at least two of whom are not under common control,
within the meaning of Section 4063 of ERISA; (F) all contributions or other
amounts payable by Fleetmatics or its Subsidiaries as of the Effective Time
pursuant to each Fleetmatics Benefit Plan in respect of current or prior plan
years have been timely paid or, to the extent not yet due, have been accrued
in accordance with U.S. GAAP or applicable international accounting standards;
(G) neither Fleetmatics nor any of its Subsidiaries has engaged in a
transaction in connection with which Fleetmatics or its Subsidiaries could be
subject to either a civil penalty assessed pursuant to Section 409 or 502(i)
of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code; and
(H) there are no pending, or to the knowledge of Fleetmatics, threatened or
anticipated claims, actions, investigations or audits (other than routine
claims for benefits) by, on behalf of or against any of the Fleetmatics
Benefit Plans or any trusts related thereto that would result in a material
liability.

(iii)             Except as has not had and would not reasonably
be expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect, each of the Fleetmatics Benefit Plans intended to be
“qualified” within the meaning of Section 401(a) of the Code, has received
a favourable determination letter or opinion letter as to its qualification or
may rely on an opinion letter issued by the IRS with respect to a prototype
plan adopted in accordance with the requirements for such reliance and, to the
knowledge of Fleetmatics, there are no existing circumstances or any events
that have occurred that would reasonably be expected to adversely affect the
qualified status of any such plan. Each such favourable determination letter
has been provided or made available to Verizon.

(iv)             Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby (either
alone or in conjunction with any other event) will (A) result in any payment
(including severance, unemployment compensation, forgiveness of indebtedness
or otherwise) becoming due to any current or former director or any employee
of the Fleetmatics Group under any Fleetmatics Benefit Plan or otherwise, (B)
increase any benefits otherwise payable under any Fleetmatics Benefit Plan,
(C) result in any acceleration of the time of payment, funding or vesting of
any such benefits or (D) cause any compensation to fail to be deductible under
162(m) of the Code, or any other provision of the Code or any similar foreign
Law or regulation. Without limiting the generality of the foregoing, no amount
payable to any director, officer or employee (whether in cash or property or
as a result of accelerated vesting) as a result of the execution of this
Agreement or the consummation of the transactions contemplated by this
Agreement (either alone or together with any other event) under any
Fleetmatics Benefit Plan or other compensation arrangement would be
nondeductible under Section 280G of the Code.  Neither Fleetmatics nor any
Subsidiary of Fleetmatics has any obligation to compensate or otherwise
“gross up” any employee for any Taxes incurred by such employee as a
result of Sections 409A or 4999 of the Code.

(v)               Since December 31, 2013, no Fleetmatics
Benefit Plan has been amended or otherwise modified to increase benefits (or
the levels thereof) in a manner that would be material to the Fleetmatics


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