REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 6

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 6: For the preceding part double click  ID:nPRr16C64e 

Group.

(j)                 Absence of Certain Changes or Events. 
Since December 31, 2015, other than with respect to the transactions
contemplated by this Agreement, the businesses of Fleetmatics and its
Subsidiaries have been conducted, in all material respects, in the ordinary
course of business consistent with past practices.  From December 31, 2015
through the date of this Agreement, there has not been any event, development,
occurrence, state of facts or change that has had, or would reasonably be
expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect.  From December 31, 2015 through the date of this Agreement,
neither Fleetmatics nor any of its Subsidiaries has taken any action that
would constitute a breach of Clause 5.1(b) had such action been taken after
the execution of this Agreement.

(k)               Investigations; Litigation. 

(i)                 There is no investigation or review
pending (or, to the knowledge of Fleetmatics, threatened) by any Relevant
Authority with respect to Fleetmatics or any of Fleetmatics’ Subsidiaries or
any of their respective properties, rights or assets; and

(ii)               there are no claims, actions, suits or
proceedings pending (or, to the knowledge of Fleetmatics, threatened) against
Fleetmatics or any of Fleetmatics’ Subsidiaries or any of their respective
properties, rights or assets before, and there are no orders, judgments or
decrees of, any Relevant Authority,

which, in the case of sub-clause (i) or (ii), have had or would reasonably be
expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect.

(l)                 Information Supplied.  The information
relating to Fleetmatics and its Subsidiaries to be contained in the Proxy
Statement and any other documents filed or furnished with or to the High
Court, the SEC or pursuant to the Act and the Takeover Rules in connection
with the Acquisition will not, on the date the Proxy Statement (and any
amendment or supplement thereto) is first posted to Fleetmatics Shareholders
or at the time of the Court Meeting, contain any untrue statement of any
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, at the time and in light
of the circumstances under which they were made, not false or misleading. The
Proxy Statement and any related documents will comply in all material respects
as to form with the requirements of the Exchange Act and the rules and
regulations promulgated thereunder. The parts of the Scheme Document and any
related documents for which the Fleetmatics Directors are responsible under
the Takeover Rules and any related filings for which the Fleetmatics Directors
are responsible under the Takeover Rules will comply in all material respects
as to form with the requirements of the Takeover Rules and the Act. 
Notwithstanding the foregoing provisions of this Clause 6.1(l), no
representation or warranty is made by Fleetmatics with respect to information
or statements made or incorporated by reference in the Proxy Statement which
were supplied in writing by or on behalf of Verizon or Bidco.

(m)             Tax Matters.

(i)                 All material Tax Returns that are required
to be filed by or with respect to Fleetmatics or any of its Subsidiaries have
been timely filed (taking into account any extension of time within which to
file), and all such Tax Returns are true, correct and complete, in all
material respects, and set forth all material items to the extent required to
be reflected or included in such Tax Returns.

(ii)               Fleetmatics and its Subsidiaries have, within
the time and manner prescribed by applicable Law, paid all income and all
other material Taxes required to be paid by any of them, including any
material Taxes required to be withheld from amounts owing to any employee,
creditor, or third party (in each case, whether or not shown on any Tax
Return), except with respect to matters being contested in good faith through
appropriate proceedings and for which adequate reserves have been established
in accordance with U.S. GAAP on the financial statements of Fleetmatics and
its Subsidiaries.

(iii)             There is no audit, examination, deficiency,
refund litigation, proposed adjustment, or matter in controversy with respect
to any Taxes or Tax Return of Fleetmatics or any of its Subsidiaries and none
of Fleetmatics or any of its Subsidiaries has received from a Tax Authority
any notice in writing indicating an intent to open an audit or other review.

(iv)             Neither Fleetmatics nor any of its Subsidiaries
has waived any statute of limitations with respect to Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency, other than
as a result of any extension of time to file Tax Returns obtained
automatically in the ordinary course of business.

(v)               All material Taxes due and payable by
Fleetmatics or any of its Subsidiaries have been adequately provided for, in
accordance with U.S. GAAP, in the financial statements of Fleetmatics and its
Subsidiaries for all periods ending on or before the date hereof.

(vi)             No claim has ever been made in writing by a Tax
Authority in a jurisdiction where any of Fleetmatics or its Subsidiaries has
not filed a particular type of Tax Return or paid a particular type of Tax,
that such Person is or may be subject to taxation by that jurisdiction, is
required to file such Tax Return in such jurisdiction or pay such type of Tax
within the jurisdiction, and to the knowledge of Fleetmatics or any of its
Subsidiaries, no such claim is expected.

(vii)           None of Fleetmatics or any of its Subsidiaries is or
has been a party to any “listed transaction” within the meaning of
Treasury Regulation section 1.6011-4(b), or any similar provision of state,
local or non-U.S. law.

(viii)         Neither Fleetmatics nor any of its Subsidiaries has
constituted a “distributing corporation” or a “controlled corporation”
(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of
stock intended to qualify for tax-free treatment under Section 355 of the Code
(or any similar provision of state, local, or non-U.S. law) in the two years
prior to the date of this Agreement.

(ix)             None of Fleetmatics or any of its Subsidiaries
has any liability for Taxes or any portion of a Tax (i) of any Person (other
than Fleetmatics or any of its Subsidiaries) under U.S. Treasury Regulation §
1.1502-6 (or any similar provision of state, local, or non-U.S. law), as
transferee or successor, by operation of law, by contract or otherwise, (ii)
as a result of any change in method of accounting for a taxable period ending
on or prior to the Completion Date, (iii) as a result of any “closing
agreement” as described in section 7121 of the Code (or any corresponding or
similar provision of state, local or non-U.S. Tax law) executed on or prior to
the Completion Date, or (iv) as a result of any instalment sale or open
transaction disposition made on or prior to the Completion Date.

(x)               None of Fleetmatics or any of its Subsidiaries
has been a United States real property holding corporation within the meaning
of section 897(c)(2) of the Code during the applicable period specified in
section 897(c)(1)(A)(ii) of the Code.

(xi)             There are no liens for Taxes upon any property or
assets of Fleetmatics or any of its Subsidiaries, except for Fleetmatics
Permitted Liens.

(xii)           No private letter rulings, technical advice
memoranda, or similar agreements or rulings have been entered into or issued
by any Tax Authority with respect to Fleetmatics or any of its Subsidiaries
for any taxable year for which the statute of limitations has not yet expired.

(xiii)         None of Fleetmatics or any of its Subsidiaries (i) will
be required to include any item of income in, or exclude any item of deduction
from, taxable income for any taxable period (or portion thereof) ending after
the Completion Date, as a result of any election made or amount received by
Fleetmatics or any of its Subsidiaries on or prior to the Completion Date, or
(ii) is a party to a “gain recognition agreement” within the meaning of
the Treasury Regulations under Section 367 of the Code.

(xiv)         (i) Fleetmatics and each of its Subsidiaries has fully
complied with (x) any applicable reporting, withholding, or other requirements
imposed under Sections 1471 through 1474 of the Code, (y) the terms of any
applicable agreement contemplated by Section 1471(b) of the Code, or (z) any
applicable fiscal intergovernmental agreement entered into in connection with
the implementation of Sections 1471 through 1474 of the Code, and (ii) neither
Fleetmatics nor any of its Subsidiaries is or has been found in violation of
requirements described in (i) of this paragraph and is or has been required to
file any Form TD F 90-22.1, Report of Foreign Bank or Financial Accounts or
any FinCEN Report 114, Report of Foreign Bank and Financial Account.

(xv)           Fleetmatics and each of its Subsidiaries that is or
has been organized outside of the United States and  classified as a passive
foreign investment company, as defined in Section 1297 of the Code, has fully
complied with all laws imposed on or with respect of each due to its
classification as a passive foreign investment company.

(xvi)         Fleetmatics and each of its Subsidiaries has duly and
timely complied with all reporting requirements imposed on or with respect of
each, as applicable, pursuant to Section 6050W of the Code.

(xvii)       Since July 31, 2013, none of Fleetmatics or any of its
Subsidiaries has undergone an ownership change within the meaning of Section
382 of the Code (or any corresponding or similar provision of state, local or
non-U.S. Tax law).

(xviii)     Clause 6.1(m)(xviii) of the Fleetmatics Disclosure Schedule
lists each entity classification election and change in entity classification
election that has been made under Treasury Regulation section 301.7701-3 with
respect to Fleetmatics and any of its Subsidiaries for U.S. federal income Tax
purposes.

(xix)         As used in this Agreement, (A) the term “Tax”
(including the plural form “Taxes” and, with correlative meaning, the
terms “Taxable” and “Taxation”) means any and all taxes (including
customs duties or fines), fees, levies, imposts, duties or other assessments
of any kind whatsoever, imposed by or payable to any federal, state,
provincial, local or foreign Relevant Authority, and includes all U.S.
federal, state, local and non-U.S. gross or net income, gain, profits,
windfall profits, franchise, gross receipts, estimated, capital, documentary,
transfer, ad valorem, premium, environmental, customs duty, capital stock,
severances, stamp, payroll, sales, employment, unemployment compensation,
social security, disability, use, property, unclaimed property, escheat,
withholding or backup withholding, excise, production, value added and
occupancy taxes, together with all interest, penalties and additions imposed
with respect thereto, and (B) the term “Tax Return” means all returns and
reports (including elections, declarations, disclosures, schedules, estimates,
claims for refunds and information returns) filed or required to be filed with
a Tax Authority relating to Taxes, including all attachments thereto and any
amendments or supplements thereof and (C) the term “Tax Authority” means
any Relevant Authority responsible for the assessment, collection or
enforcement of laws relating to Taxes (including the Internal Revenue Service
(the “IRS”) and the Irish Revenue Commissioners and any similar state,
local, or non-U.S. revenue agency).

(n)               Labour Matters.

(i)                 No member of the Fleetmatics Group is a
party to, or bound by, any collective bargaining agreement, contract or other
agreement or binding understanding with a labour union or labour
organisation.  No member of the Fleetmatics Group is subject to a labour
dispute, strike or work stoppage except as has not had and would not
reasonably be expected to have, individually or in the aggregate, a
Fleetmatics Material Adverse Effect.  To the knowledge of Fleetmatics, there
are no organisational efforts with respect to the formation of a collective
bargaining unit presently being made or threatened involving employees of the
Fleetmatics Group.

(ii)               There is no Unfair Labour Practice (as
defined in the National Labor Relations Act) or labour arbitration proceeding
pending or, to the knowledge of Fleetmatics, threatened against Fleetmatics or
its Subsidiaries, except for any such proceeding that has not had and would
not reasonably be expected to have a Fleetmatics Material Adverse Effect.

(iii)             Except as has not had and would not reasonably
be expected to have a Fleetmatics Material Adverse Effect, (i) Fleetmatics and
each of its Subsidiaries are in compliance with all applicable local, state,
federal and foreign Laws relating to employment, including Laws relating to
discrimination, fair employment practices (including equal employment
opportunities), terms and conditions of employment, hours of work and the
payment of wages or overtime wages, classification of employees and
independent contractors, classification of employees and exempt and
non-exempt, health and safety, employee privacy, layoffs and plant closings
and collective bargaining, (ii) Fleetmatics and its Subsidiaries have not
received notice of any charge, complaint, investigation or audit with respect
to or relating to them pending before the United States Equal Employment
Opportunity Commission or any other Governmental Entity responsible for the
prevention of unlawful employment practices, or notice of the intent of any
Governmental Entity responsible for the enforcement of labour, employment,
wages and hours of work, child labour, immigration, or occupational safety and
health Laws to conduct an investigation with respect to or relating to them or
notice that such investigation is in progress, and (iii) there are no
complaints, arbitration proceedings or lawsuits, pending or, to the knowledge
of Fleetmatics, threatened against Fleetmatics or any of its Subsidiaries
brought by or on behalf of any applicant for employment, or any current or
former employee, relating to any such Laws, or alleging breach of any express
or implied contract of employment, wrongful termination of employment or any
other discriminatory, wrongful or tortious conduct in connection with the
employment relationship.

(iv)             Except as has not had and would not reasonably be
expected to have a Fleetmatics Material Adverse Effect, Fleetmatics and each
of its Subsidiaries have (i) withheld all amounts required by Law to be
withheld from the wages, salaries, commissions, bonuses and other payments to
employees; and (ii) are not liable for any arrears of wages or any taxes or
any penalty for failure to comply with any of the foregoing. Neither
Fleetmatics nor any of its Subsidiaries is liable for any material payment to
any trust or other fund or to any Governmental Entity, with respect to
unemployment compensation benefits, social security or other benefits or
obligations for employees (other than routine payments to be made in the
ordinary course of business, consistent with past practice).

(v)               Except as set forth in Section 6.1(n)(v) of
the Fleetmatics Disclosure Schedule, to the knowledge of Fleetmatics, the
transactions contemplated by this Agreement will not require the consent of,
or advance notification to, any works councils, unions or similar labour
organisations with respect to employees of the Fleetmatics Group.

(o)               Intellectual Property.

(i)                 Clause 6.1(o)(i) of the Fleetmatics
Disclosure Schedule sets forth a true and complete list of all (A) Registered
Intellectual Property and Owned Intellectual Property that is material to the
business of the Company and its Subsidiaries (other than Trade Secrets), (B)
Software that is owned or purported to be owned by Fleetmatics or its
Subsidiaries (“Fleetmatics Software”) and material to the business of
Fleetmatics or any of its Subsidiaries (including, with respect to each
Fleetmatics Software application, (1) its title, (2) its function in the
business of Fleetmatics or its Subsidiaries, (3) its version number and (4)
identification as to whether it is (x) used for internal purposes only or (y)
made available as part of any customer-facing products, services or
offerings), (C) Fleetmatics Licensed Software (hosted or otherwise) that is
material to the conduct of the business of Fleetmatics or its Subsidiaries as
currently conducted, other than Fleetmatics Licensed Software that is Open
Source Software or Software licensed on generally available standard terms
that are generally commercially available with annual fees of $500,000 or
less, (D) contracts that grant a license, release, immunity from suit or
covenant not to sue to Fleetmatics or a Subsidiary under, any Intellectual
Property of such third party (other than for Software that is Open Source
Software or off-the-shelf Software  licensed on generally available standard
terms that are generally commercially available with annual fees of $500,000
or less), (E) contracts under which Fleetmatics or a Subsidiary of Fleetmatics
has licensed or otherwise made available (including through releases,
licenses, immunities from suit or covenants not to sue) to a third party, or
restricted the right to use any, material Owned Intellectual Property to a
third party, including agreements providing for access and use of Software
(hosted or otherwise) (other than non-exclusive licenses of Owned Intellectual
Property granted to customers in the ordinary course of business consistent
with past practice), (F) contracts pursuant to which (i) any third party
creates, develops or customizes or has created, developed or customized for or
on behalf of the Fleetmatics or any of its Subsidiaries any Intellectual
Property material to the business of Fleetmatics or its Subsidiaries or
(ii) Fleetmatics or any of its Subsidiaries, for aggregate annual or one-time
fees in excess of $500,000, creates, develops or customizes any Intellectual
Property for any third Person and (G) contracts pursuant to which any third
party provides support or maintenance for Software material to the business of
Fleetmatics or its Subsidiaries for aggregate annual or one-time fees in
excess of $100,000.

(ii)               Fleetmatics or its Subsidiaries exclusively
own all Owned Intellectual Property, in each case free and clear of all Liens,
and all Owned Intellectual Property is in full force and effect, valid and
enforceable and Fleetmatics and its Subsidiaries have the right to use all
Intellectual Property owned or used by, or held for use by, Fleetmatics and
its Subsidiaries that are material to the operation of their businesses as
currently conducted and contemplated to be conducted.  The Owned Intellectual
Property is not currently subject to any pending or threatened order or Action
challenging the validity, enforceability or ownership thereof by Fleetmatics
or a Subsidiary of Fleetmatics, nor has Fleetmatics or its Subsidiaries
received since January 1, 2010 any written notice of any such claim by any
third party and to Fleetmatics’ or Subsidiaries’ knowledge, no  such
claim is threatened.

(iii)             Neither Fleetmatics nor its Subsidiaries has
received since January 1, 2010 any written notice of any claim by any third
party, and there are no currently pending or, to the knowledge of Fleetmatics,
threatened claims, (including “cease and desist” letters, indemnification
claims or invitations to license) that Fleetmatics or any of its Subsidiaries
or the Fleetmatics Products have infringed, misappropriated, diluted or
otherwise violated any Intellectual Property of any third party.  To the
knowledge of Fleetmatics, the conduct of the businesses by Fleetmatics and its
Subsidiaries and the Fleetmatics Products do not infringe upon,
misappropriate, dilute or otherwise violate, and during the past six (6) years
have not, infringed upon, misappropriated, diluted or otherwise violated, any
Intellectual Property of any person.  To the knowledge of Fleetmatics, no
third party is infringing upon, diluting, violating or misappropriating any
Owned Intellectual Property.

(iv)             Neither the Fleetmatics Software nor any
Fleetmatics Product contains, and Fleetmatics and its Subsidiaries have taken
all commercially reasonable steps to prevent the introduction of: (A) any bug,
defect or error that materially affects the use, functionality or performance
of such product or Software, or (B) any computer virus, unauthorized disabling
or erasing mechanism, worm, unauthorized software lock, drop dead device,
Trojan horse, back door, trap door, time bomb, or any undocumented hidden
command, undocumented hidden code, undocumented instructions key or any other
code or instruction that may be used to access, modify, delete, damage or
disable any of such Software without the authorization of the end user. 

(v)               Neither Fleetmatics nor any of its
Subsidiaries uses or distributes, or has used or distributed, any Open Source
Software in any manner that would or could, with respect to any Fleetmatics
Product or Fleetmatics Software, (A) require any source code of such
Fleetmatics Product or Fleetmatics Software to be disclosed, licensed for
free, attributed to any person, dedicated to the public or distributed in
source code form, (B) require the licensing thereof for the purpose of making
derivative works, (C) impose any restriction on the consideration to be
charged for the distribution thereof or (D) create, or purport to create,
obligations for Fleetmatics or any of its Subsidiaries (including, after the
Completion, Verizon or any of its Affiliates) with respect to any Intellectual
Property owned by them or grant, or purport to grant, to any Person, any
rights or immunities under any such Intellectual Property.  With respect to
any Open Source Software that is or has been used by Fleetmatics or any its
Subsidiaries in any way, Fleetmatics and each of its Subsidiaries has been and
is in compliance in all material respects with all applicable licenses.

(vi)             Neither Fleetmatics nor any of its Subsidiaries
has disclosed or delivered to any escrow agent or any other Person (other than
an employee) any of the source code for any Fleetmatics Software, and no other
Person has the right, contingent or otherwise, to obtain access to such source
code.  No event has occurred, and no circumstance or condition exists, that
(with or without notice or lapse of time or both) will, or would reasonably be
expected to, result in the release, delivery, license or disclosure to any
third Person of any of the source code for any Fleetmatics Software.

(vii)           Fleetmatics has never been a member of, or a
contributor to, any industry standards body or other industry consortium
(“Industry Body”) that has compelled or could compel Fleetmatics to grant
or offer to any third Person any license or right in or to any Owned
Intellectual Property.  None of the Owned Intellectual Property is or ever
has been, and Fleetmatics has never indicated to any Industry Body or member
thereof that any Owned Intellectual Property is or has ever been, in each
case, required for or otherwise infringed by the implementation of any
standards or specifications developed or proliferated by any Industry Bodyin
which Fleetmatics is or has been a member or contributor.

(viii)         The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not (i) result in the material loss of rights as to or materially impair or
alter the rights of Fleetmatics or any of its Subsidiaries as to Owned
Intellectual Property, (ii) result in the material loss of rights as to or
materially impair or alter the rights of Fleetmatics or any of its
Subsidiaries as to any Intellectual Property owned by a third Person and used
in or held for use in the business of Fleetmatics including any Fleetmatics
Licensed Software, or (iii) require Verizon, Fleetmatics or any of their
Subsidiaries to assign, transfer, grant rights in or to, disclose or deliver
to a third Person any Intellectual Property.  Neither Fleetmatics nor any of
its Subsidiaries is a party to or bound by any decree, judgment, order or
arbitral award that is reasonably expected to require Fleetmatics or any of
its Subsidiaries to grant to any third Person any license, covenant not to
sue, release, immunity or other right with respect to any material Owned
Intellectual Property.

(ix)             All Persons (including current and former
employees and independent contractors) who have created Intellectual Property
or Fleetmatics Products for or on behalf of the Company or its Subsidiaries or
have otherwise contributed to any portion thereof, or otherwise would have
rights in or to such Intellectual Property or Fleetmatics Products, have
executed enforceable written agreements that validly and irrevocably assign to
Fleetmatics or one of its Subsidiaries all of their rights in and to such
Owned Intellectual Property, or Fleetmatics and its Subsidiaries own all such
Owned Intellectual Property pursuant to applicable Law.  Fleetmatics and each
of its Subsidiaries have taken all actions commercially reasonably necessary
to maintain (i) the validity and enforceability of the Owned Intellectual
Property under applicable Law and (ii) the secrecy of all confidential
Intellectual Property, including Trade Secrets, used in the business of
Fleetmatics and its Subsidiaries.

(x)               (A) Fleetmatics and each of its Subsidiaries,
and any third party acting on their behalf, have been and are in compliance
with all applicable Laws, payment card industry standards, terms of use,
policies of Fleetmatics and its Subsidiaries, and contractual and fiduciary
obligations relating to the collection, access, acquisition, storage,
protection, use, disclosure, transmission, transfer, deletion, destruction,
and disposal and any other processing (as defined by any applicable Law)
(collectively, “Use”) of any Personally Identifiable Information; (B) no
notice of enforcement, deregistration or prohibition or warning has been
served on or issued to Fleetmatics or its Subsidiaries by Relevant Authorities
in respect of Personally Identifiable Information, and, to the knowledge of
Fleetmatics, no fact or circumstance exists which might give rise to any such
notice warning; (C) there have been no written requests or complaints received
by Fleetmatics or its Subsidiaries from Persons in connection with the Use 
of Personally Identifiable Information; (D) Fleetmatics and each of its
Subsidiaries, and any Persons acting on their behalf, have not experienced any
material loss, unauthorized or unlawful corruption or Use of data, including
Personally Identifiable Information during the past two (2) years and, to the
knowledge of Fleetmatics, have not had any material unauthorized intrusions or
breaches of the security of their information technology systems; (E)
Fleetmatics and each of its Subsidiaries have not taken any act or made any
omission that compromises or may compromise the security, confidentiality, or
integrity of Personally Identifiably Information; (F) a privacy statement
regarding the Use of the Personally Identifiable Information of individuals
who are visitors to the websites or online services of Fleetmatics or its
Subsidiaries (a “Privacy Statement”) has at all times been and is posted
and accessible to individuals on each website or online service of Fleetmatics
and its Subsidiaries; (G) the Privacy Statements have been and are materially
accurate and consistent with Fleetmatics’ and its Subsidiaries’ actual
practices with respect to the Use of Personally Identifiable Information; (H)
any contracts or other agreements with third Persons pursuant to which
Fleetmatics or its Subsidiaries collect Personally Identifiable Information
include provisions describing Fleetmatics or its Subsidiary’s Use of such
Personally Identifiable Information, and those provisions have been and are
materially accurate and consistent with Fleetmatics’ and its Subsidiaries’
actual practices with respect to the Use of such Personally Identifiable
Information; (I) Fleetmatics and each of its Subsidiaries have implemented,
maintain, and comply with a reasonable written information security plan and
reasonable security, business continuity and backup and disaster recovery
plans and procedures with respect to its information technology systems and
have taken commercially reasonable steps to test such plans and procedures on
no less than an annual basis, and such plans and procedures have been proven
effective upon such testing in all material respects; and (J) the execution,
delivery and performance of this Agreement comply with all applicable Laws
relating to Personally Identifiable Information and with Fleetmatics’ and
its Subsidiaries’ Privacy Statements.

(p)               Real Property.

(i)                 With respect to the real property owned by
Fleetmatics or any Subsidiary (such property collectively, the “Fleetmatics
Owned Real Property”), except as has not had and would not reasonably be
expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect, either Fleetmatics or a Subsidiary of Fleetmatics has good and
valid title to such Fleetmatics Owned Real Property, free and clear of all
Liens, other than any such Lien (A) for Taxes or governmental assessments,
charges or claims of payment not yet due and payable, being contested in good
faith and for which adequate accruals or reserves have been established, (B)
which is a carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other similar lien arising in the ordinary course of
business, (C) which is disclosed on Fleetmatics’ consolidated balance sheet
(or the notes thereto) as of December 31, 2015included in the Fleetmatics SEC
Documents filed on or prior to the date hereof or securing liabilities
reflected on such balance sheet, (D) which was incurred in the ordinary
course of business since December 31, 2015 or (E) which would not reasonably
be expected to materially impair the continued use of the applicable property
for the purposes for which the property is currently being used (any such Lien
described in any of sub-clauses (A) through (E), a “Fleetmatics Permitted
Lien”). As of the date hereof, neither Fleetmatics nor any of its
Subsidiaries has received notice of any pending, and to the knowledge of
Fleetmatics there is no threatened, condemnation proceeding with respect to
any Fleetmatics Owned Real Property, except proceedings which have not had and
would not reasonably be expected to have, individually or in the aggregate, a
Fleetmatics Material Adverse Effect.

(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 lease, sublease and other
agreement under which Fleetmatics or any of its Subsidiaries uses or occupies
or has the right to use or occupy any real property at which the operations of
Fleetmatics and its Subsidiaries are conducted (the “Fleetmatics Leased Real
Property”), is valid, binding and in full force and effect and (B) no
uncured default of a nature on the part of Fleetmatics or, if applicable, its
Subsidiary or, to the knowledge of Fleetmatics, the landlord thereunder exists
with respect to any Fleetmatics Leased Real Property. Except as has not had
and would not reasonably be expected to have, individually or in the
aggregate, a Fleetmatics Material Adverse Effect, Fleetmatics and each of its
Subsidiaries has a good and valid leasehold interest, subject to the terms of
any lease, sublease or other agreement applicable thereto, in each parcel of
Fleetmatics Leased Real Property, free and clear of all Liens, except for
Fleetmatics Permitted Liens.  As of the date hereof, neither Fleetmatics nor
any of its Subsidiaries has received notice of any pending, and, to the
knowledge of Fleetmatics, there is no threatened, condemnation proceeding with
respect to any Fleetmatics Leased Real Property, except any such proceeding
which has not had and would not reasonably be expected to have, individually
or in the aggregate, a Fleetmatics Material Adverse Effect. Fleetmatics has
made available a true and complete copy of the lease, sublease and other
agreement for each Fleetmatics Leased Real Property as in effect on the date
of this Agreement.

(q)               Opinion of Financial Advisor.  The
Fleetmatics Board has received the opinion of Morgan Stanley & Co.
International plc, dated July 29, 2016, that based upon and subject to the
assumptions, procedures, factors, qualifications and limitations set forth in
the opinion, the Cash Consideration to be received by the Fleetmatics
Shareholders pursuant to the terms of this Agreement is fair and reasonable
from a financial point of view to such Fleetmatics Shareholders.

(r)                Required Vote of Fleetmatics Shareholders. 
The Fleetmatics Shareholder Approval is the only vote of holders of securities
of Fleetmatics which is required to consummate the transactions contemplated
hereby.

(s)                Material Contracts.

(i)                 Except as set forth on Clause 6.1(s)(i) of
the Fleetmatics Disclosure Schedule, as of the date of this Agreement, neither
Fleetmatics nor its Subsidiaries is a party to or bound by: 

(A)              any “material contract” (as such term is
defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than any
Fleetmatics Benefit Plan);

(B)             any Contract with any of its directors or officers
(other than any Fleetmatics Benefit Plan);

(C)             any Contract containing change in control
provisions that would reasonably be expected, as a result of the consummation
of the Acquisition, to trigger (I) any right to cancel or terminate, or to
alter or amend the terms of such Contract or (II) aggregate payments by
Fleetmatics or any of its Subsidiaries in excess of (or a loss of revenues
with an aggregate value in excess of) $500,000;

(D)             any Contract that imposes any material restriction
on the right or ability of Fleetmatics or any of its Subsidiaries to compete
with any other person, solicit any client or customer, acquire or dispose of
the securities of another person, or any other provision that materially
restricts the conduct of any line of business by Fleetmatics or its
Subsidiaries (or that following the Completion will materially restrict the
ability of Verizon or its Subsidiaries in respect of any of the foregoing);

(E)              (I) any Contract that obligates Fleetmatics or
its Subsidiaries (or following the Completion, Verizon or its Subsidiaries) to
conduct business with any third party on a preferential or exclusive basis;
(II) any Contract that contains “most favored nation” or similar covenants
or (III) any Contract between Fleetmatics or any of its Subsidiaries, on the
one hand, and a third party, on the other hand, that limits or purports to
limit in any respect the ability of Fleetmatics or any of its Subsidiaries to
sell, license, transfer, pledge or otherwise dispose of any material assets or
business;

(F)              any Contract relating to (I) indebtedness for
borrowed money (excluding any indebtedness among Fleetmatics and its wholly
owned Subsidiaries or among Fleetmatics’ wholly owned Subsidiaries) of
Fleetmatics or any of its Subsidiaries having an outstanding principal amount
in excess of $500,000, (II) direct or indirect guarantees of any indebtedness
for borrowed money or other forms of credit support by Fleetmatics or any of
its Subsidiaries or (III) Liens on property or assets owned or acquired by
Fleetmatics or any of its Subsidiaries;

(G)             any Contract that grants any right of first
refusal, right of first offer or similar right with respect to any material
assets, rights or properties of Fleetmatics or its Subsidiaries;

(H)             any Contract that provides for the acquisition or
disposition of any assets (other than acquisitions or dispositions of assets
in the ordinary course of business) or business (whether by merger, sale of
stock, sale of assets or otherwise) and with any outstanding obligations as of
the date of this Agreement;

(I)                any joint venture, partnership or limited
liability company agreement or other similar Contract relating to the
formation, creation, operation, management or control of any joint venture,
partnership or limited liability company, other than any such Contract solely
between Fleetmatics and its wholly owned Subsidiaries or among Fleetmatics’
wholly owned Subsidiaries;

(J)                any Contract expressly limiting or
restricting the ability of Fleetmatics or any of its Subsidiaries (i) to make
distributions or declare or pay dividends in respect of their capital stock,
partnership interests, membership interests or other equity interests, as the
case may be, (ii) to make loans to Fleetmatics or any of its Subsidiaries or
(iii) to grant Liens on the property or assets of Fleetmatics or any of its
Subsidiaries;

(K)             any Contract that obligates Fleetmatics or any of
its Subsidiaries to make any loans (excluding any loans among Fleetmatics and
its wholly owned Subsidiaries or among Fleetmatics’ wholly owned
Subsidiaries), advances or capital contributions to, or investments in excess
of $500,000 in, any person (other than Fleetmatics or any of its
Subsidiaries);

(L)              any settlement agreement of Fleetmatics or any
of its Subsidiaries, other than (i) releases immaterial in nature or amount
entered into in the ordinary course of business with the former employees of
Fleetmatics or its Subsidiaries or independent contractors in connection with
the routine cessation of such employee’s or independent contractor’s
employment, (ii) releases entered into with customers in connection with a
debt collection in the ordinary course of business involving a payment of less
than $250,000 and (iii) releases entered into in connection with a labor or
employee dispute involving a payment of less than $250,000;

(M)            any material Contract (A) granting Fleetmatics or
one of its Subsidiaries any right to use any Intellectual Property (other than
commercially available software licenses with annual fees of less than
$500,000, or licenses ancillary to other agreements concerning third party
products or services), (B) permitting any third person to use, enforce or
register any Intellectual Property of Fleetmatics or its Subsidiaries,
including any license agreements, coexistence agreements and covenants not to
sue (other than non-exclusive licenses to customers, distributors or suppliers
in the ordinary course of business) or (C) restricting the right of
Fleetmatics or its Subsidiaries to use or register any Owned Intellectual
Property;

(N)             any Contract (other than Contracts for the
acquisition of inventory in the ordinary course of business) that involved the
payment of more than $500,000 by Fleetmatics and its Subsidiaries in the
fiscal year ending December 31, 2015 or that is expected to result in the
payment of such amount by Fleetmatics and its Subsidiaries in the fiscal year
ending December 31, 2016;

(O)             any Contract that involved the receipt of more
than $500,000 by Fleetmatics and its Subsidiaries in the fiscal year ending
December 31, 2015 or that is expected to result in the receipt of such amount
by Fleetmatics and its Subsidiaries in the fiscal year ending December 31,
2016;

(P)              any material Contract with any Governmental
Entity or Governmental Official;

(Q)             any Contract with an affiliate or other person
that would be required to be disclosed under Item 404(a) of Regulation S-K
promulgated under the Exchange Act; and

(R)             any Contract that contains any material
indemnification rights or obligations, including any Contract pursuant to
which Fleetmatics or any of its Subsidiaries has an obligation to indemnify an
officer, director or their respective affiliates, or to provide credit support
relating to such indemnification rights or obligations, other than such
indemnification rights or obligations incurred in the ordinary course of
business and that have not had or would not reasonably be expected to have,
individually or in the aggregate, a Fleetmatics Material Adverse Effect.

(ii)               All Contracts of the types referred to in
Clause 6.1(s)(i) (whether or not set forth on Clause 6.1(s)(i) of the
Fleetmatics Disclosure Schedules) are referred to herein as “Fleetmatics
Material Contracts.” Fleetmatics has made available a true and complete copy
of each Fleetmatics Material Contract as in effect on the date of this
Agreement.

(iii)             Neither Fleetmatics nor any Subsidiary of
Fleetmatics is in breach of or default under the terms of any Fleetmatics
Material Contract where such breach or default has had or would reasonably be
expected to have, individually or in the aggregate, a Fleetmatics Material
Adverse Effect.  To the knowledge of Fleetmatics, as of the date hereof, no
other party to any Fleetmatics Material Contract is in breach of or default
under the terms of any Fleetmatics Material Contract where such breach or
default has not had and would not reasonably be expected to have, individually
or in the aggregate, a Fleetmatics Material Adverse Effect.  Except as has
not had and would not reasonably be expected to have, individually or in the
aggregate, a Fleetmatics Material Adverse Effect, each Fleetmatics Material
Contract (except those which may be cancelled, rescinded, terminated or not
renewed after the date hereof in accordance with their terms) is a valid and
binding obligation of Fleetmatics or the Subsidiary of Fleetmatics which is
party thereto and, to the knowledge of Fleetmatics, of each other party
thereto, and is in full force and effect, 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.

(t)                Government Contracts.  (A) There are no
audits, investigations, disputes or controversies with respect to any
Government Contract; (B) neither Fleetmatics nor any of its Subsidiaries is in
violation of any Law pertaining to any Government Contract to which
Fleetmatics or any of its Subsidiaries is a party; (C) there is no action
pending nor, to the knowledge of Fleetmatics, threatened against Fleetmatics
or any of its officers or employees related to any Government Contract under
the U.S. Federal Criminal or Civil False Claims Acts, the U.S. False
Statements Act, the U.S. Major Fraud Act or the U.S. Procurement Integrity Act
and all other Laws of the U.S. or any other jurisdiction applicable to any of
its Government Contracts; (D) all representations and certifications made by
Fleetmatics or any of its Subsidiaries with respect to each Government
Contract were complete and accurate as of their effective date and Fleetmatics
or its applicable Subsidiaries have complied in all material respects with all
such representations and certifications; (E) neither Fleetmatics nor any of
its Subsidiaries has received written notice of any material currently
outstanding claims against Fleetmatics or any of its Subsidiaries by any
Governmental Entity arising under or relating to any Government Contract; (F)
neither Fleetmatics nor any of its Subsidiaries, nor any of their respective
directors, officers or employees has been debarred or suspended or received
written notice of actual or proposed debarment or suspension, from
participation in the award of any Government Contract with any Governmental
Entity; and (G) neither Fleetmatics nor any of its Subsidiaries has made any
written voluntary or written mandatory disclosure to any Governmental Entity
with respect to any alleged irregularity, misstatement, noncompliance or
omission arising under or relating to a Government Contract or any applicable
Laws.

(u)               Insurance.  Except as has not had and would
not reasonably be expected to have, individually or in the aggregate, a
Fleetmatics Material Adverse Effect, (i) all current, insurance policies and
contracts (or replacements thereof) of Fleetmatics and its Subsidiaries are in
full force and effect and are valid and enforceable and cover against the
risks as are customary for companies of similar size in the same or similar
lines of business and (ii) all premiums due thereunder have been paid. 
Neither Fleetmatics nor any of its Subsidiaries has received notice of
cancellation or termination with respect to any material third party insurance
policies or contracts (other than in connection with normal renewals of any
such insurance policies or contracts) where such cancellation or termination
has had or would reasonably be expected to have, individual or in the
aggregate, a Fleetmatics Material Adverse Effect.

(v)               Finders or Brokers.  Except for Morgan
Stanley & Co. LLC and its affiliates, neither Fleetmatics nor any of its
Subsidiaries has employed any investment banker, broker or finder in
connection with the transactions contemplated by this Agreement who might be
entitled to any fee or any commission in connection with or upon consummation
of the Acquisition.

(w)             FCPA and Anti-Corruption. 

(i)                 Neither Fleetmatics nor any Fleetmatics
Subsidiary, nor any director, manager or employee of Fleetmatics or any
Fleetmatics Subsidiary has in the last five years, in connection with the
business of Fleetmatics or any Fleetmatics Subsidiary, itself or, to
Fleetmatics’ knowledge, any of its agents, representatives, sales
intermediaries, or any other third party, in each case, acting on behalf of
Fleetmatics or any Fleetmatics Subsidiary, taken any action in violation of
the FCPA, since July 1, 2011 only, the Bribery Act, or other applicable
Bribery Legislation (in each case to the extent applicable).

(ii)               Neither Fleetmatics nor any Fleetmatics
Subsidiary, nor any director, manager or employee of Fleetmatics or any
Fleetmatics Subsidiary, are, or in the past five years have been, subject to
any actual, pending, or threatened civil, criminal, or administrative actions,
suits, demands, claims, hearings, notices of violation, investigations,
proceedings, demand letters, settlements, or enforcement actions, or made any
voluntary disclosures to any Relevant Authority, involving Fleetmatics or any
Fleetmatics Subsidiary in any way relating to applicable Bribery Legislation,
including the FCPA and, since July 1, 2011 only, the Bribery Act.

(iii)             Fleetmatics and every Fleetmatics Subsidiary
have made and kept books and records, accounts and other records, which, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of Fleetmatics and every Fleetmatics Subsidiary as
required by the FCPA in all material respects.

(iv)             Fleetmatics and every Fleetmatics Subsidiary has
instituted policies and procedures designed to ensure compliance with the FCPA
and other applicable Bribery Legislation and maintain such policies and
procedures in force.

(v)               No officer, director, or employee of
Fleetmatics or any Fleetmatics Subsidiary is a Government Official.

(x)               Takeover Statutes.  Other than with respect
to the application of the Takeover Rules, no “fair price,”
“moratorium,” “control share acquisition” or other similar
anti-takeover statute or regulation or any anti-takeover provision in the
Fleetmatics Memorandum and Articles of Association is, or at the Effective
Time will be, applicable to Verizon, any of its Subsidiaries, the Acquisition
or the Scheme.

(y)               Export Control, Import and Sanctions Laws and
Regulations.  Except for those matters which, individually or in the
aggregate, have not had and would not reasonably be expected to result in
material liability to Fleetmatics or any of its Subsidiaries, neither
Fleetmatics nor any Fleetmatics Subsidiary, nor any director, manager or
employee of Fleetmatics or any Fleetmatics Subsidiary has in the last five
years, in connection with the business of Fleetmatics or any Fleetmatics
Subsidiary, itself taken any action in violation of applicable export control,
import and sanctions Laws or regulations, including but not limited to the
U.S. Export Administration Regulations administered by the U.S. Department of
Commerce Bureau of Industry and Security and the economic sanctions provisions
administered by the U.S. Department of the Treasury Office of Foreign Assets
Control.

(z)               No Other Representations.  Except for the
representations and warranties contained in Clause 6.2 or in any certificates
delivered by Verizon in connection with the Completion pursuant to Condition
5, Fleetmatics acknowledges that neither Verizon nor Bidco nor any
Representative of Verizon or Bidco makes any other express or implied
representation or warranty with respect to Verizon, Bidco or any of their
respective Subsidiaries or with respect to any other information provided or
made available to Fleetmatics in connection with the transactions contemplated
by this Agreement.

6.2              Verizon and Bidco Representations and Warranties

Except as disclosed in the applicable section of the disclosure schedule
delivered by Verizon to Fleetmatics immediately prior to the execution of this
Agreement (the “Verizon Disclosure Schedule”) (it being agreed that
disclosure of any item in any section of the Verizon Disclosure Schedule shall
be deemed disclosure with respect to any other subclause of this Clause 6.2 to
which the relevance of such item is reasonably apparent on its face without
any independent knowledge of the reader), Verizon and Bidco jointly and
severally represent and warrant to Fleetmatics as follows:

(a)               Qualification, Organisation, Subsidiaries,
etc.  Each of Verizon and Bidco is a legal entity duly organised, validly
existing and, where relevant, in good standing under the Laws of the State of
Delaware 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 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, individually or in the aggregate, prevent or
materially impair the ability of Verizon to consummate the Acquisition and the
other transactions contemplated by this Agreement.

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

(i)                 Each of Verizon and Bidco has all
requisite corporate power and authority to enter into this Agreement and, with
respect to Verizon the Expenses Reimbursement Agreement and 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 all necessary corporate
action on the part of Verizon and (in the case of this Agreement) Bidco, and
no other corporate action or proceedings on the part of Verizon or Bidco, or
other vote of Verizon  or Bidco stockholders, is necessary to authorize the
execution and delivery by Verizon or Bidco of this Agreement and the
consummation of the transactions contemplated hereby and thereby, including
the Acquisition, other than the filing of the required documents in connection
with the Scheme with, and the receipt of the required approval of the Scheme
by, the High Court. This Agreement has been duly and validly executed and
delivered by Verizon and Bidco and, assuming this Agreement constitutes the
valid and binding agreement of Fleetmatics, constitutes the valid and binding
agreement of Verizon and Bidco, enforceable against Verizon and Bidco 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 6.2(b)(ii) of the Verizon Disclosure Schedule, (H) any applicable
requirements of the NYSE and (I) the other Clearances set forth on Clause
6.2(b)(ii) of the Verizon Disclosure Schedule, no authorisation, consent or
approval of, or filing with, any Relevant Authority is necessary, under
applicable Law, for the consummation by Verizon and Bidco 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, individually or in the aggregate, prevent or materially impair
the ability of Verizon to consummate the Acquisition and the other
transactions contemplated by this Agreement or (II) as may arise as a result
of facts or circumstances relating to Fleetmatics or its Affiliates or Laws or
contracts binding on Fleetmatics or its Affiliates.

(iii)             The execution and delivery by Verizon and Bidco
of this Agreement and (in the case of Verizon) the Expenses Reimbursement
Agreement do not, and, except as described in Clause 6.2(b)(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 material obligation or to
the loss of a material 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
Verizon or Bidco or result in the creation of any Liens or any other material
obligations, losses or grants of rights upon any of the properties, rights or
assets of Verizon or Bidco, other than Verizon Permitted Liens, or of
Fleetmatics or any of Fleetmatics’ Subsidiaries, (B) conflict with or result
in any violation of any provision of the Organisational Documents of Verizon
or Bidco or (C) conflict with or violate any Laws applicable to Verizon or
Bidco or any of its 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, individually or in the aggregate, prevent or materially impair
the ability of Verizon to consummate the Acquisition and the other
transactions contemplated by this Agreement and (II) as may arise as a result
of facts or circumstances relating to Fleetmatics or its Affiliates or Laws or
contracts binding on Fleetmatics or its Affiliates.

(c)               Investigations; Litigation.  As of the date
hereof, (i) there is no investigation or review pending (or, to the knowledge
of Verizon, threatened) by any Relevant Authority with respect to Verizon or
Bidco or any of its properties, rights or assets, and (ii) there are no
claims, actions, suits or proceedings pending (or, to the knowledge of
Verizon, threatened) against Verizon or Bidco or any of their respective
properties, rights or assets before, and there are no orders, judgments or
decrees of, any Relevant Authority, which, in the case of sub-clause (i) or
(ii), have had or would reasonably be expected to, individually or in the
aggregate, prevent or materially impair the ability of Verizon to consummate
the Acquisition and the other transactions contemplated by this Agreement.

(d)              Information Supplied.  The information supplied
by Verizon and Bidco in writing expressly for inclusion in the Proxy Statement
and any other documents filed or furnished with or to the High Court, the SEC
or pursuant to the Act and the Takeover Rules in connection with the
Acquisition will not, on the date the Proxy Statement (and any amendment or
supplement thereto) is first mailed to Fleetmatics Shareholders or at the time
of the Fleetmatics Shareholders Meeting, contain any untrue statement of any
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, at the time and in light
of the circumstances under which they were made, not false or misleading. 
The parts of the Scheme Document and any related documents for which the
Verizon Directors are responsible under the Takeover Rules and any related
filings for which the Verizon 

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