REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 7

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 7: For the preceding part double click  ID:nPRr16C64f 

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 6.2(d), no representation or warranty is made by Verizon with
respect to information or statements made or incorporated by reference in the
Proxy Statement which were not supplied by or on behalf of Verizon or Bidco.

(e)               No Vote of Verizon Shareholders.  No vote of
the stockholders of Verizon or the holders of any other securities of Verizon
(equity or otherwise) is required by Law, the organizational documents of
Verizon or in order for Verizon to consummate the Acquisition.

(f)                Finders or Brokers.  Neither Verizon 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 from Fleetmatics or any of its
Subsidiaries in connection with or upon consummation of the Acquisition.

(g)               Financing.  Verizon and Bidco currently have
available to them, and will at the Effective Time have available to them,
sufficient cash, available lines of credit or other sources of immediately
available and cleared funds to cause and enable Bidco to make all required
payments payable in connection with the transactions contemplated under this
Agreement, including without limitation, the aggregate Cash Consideration
payable in accordance with the Scheme and all other payments required to be
paid in connection with the Completion Date in connection with the Acquisition
as well as those payments required to be made to the holders of Fleetmatics
Options and Fleetmatics Share Awards. In no event shall the receipt or
availability of any funds or financing by Verizon, Bidco or any of their
respective Affiliates be a condition to any of the obligations of Verizon or
Bidco under this Agreement.

(h)               No Other Representations.  Except for the
representations and warranties contained in Clause 6.1 or in any certificates
delivered by Fleetmatics in connection with the Completion pursuant to
Condition 4, Verizon acknowledges that neither Fleetmatics nor any
Representative of Fleetmatics makes any other express or implied
representation or warranty with respect to Fleetmatics or with respect to any
other information provided or made available to Verizon or Bidco in connection
with the transactions contemplated hereby, including any information,
documents, projections, forecasts or other material made available to Verizon,
Bidco or to Verizon’s Representatives in certain “data rooms” or
management presentations in expectation of the transactions contemplated by
this Agreement.

7.                  ADDITIONAL AGREEMENTS

7.1              Investigation

(a)               Fleetmatics shall afford Verizon and
Verizon’s Representatives  reasonable access during normal business hours,
throughout the period from the release of the Rule 2.5 Announcement until the
earlier of the Effective Time and the date, if any, on which the Agreement is
terminated pursuant to Clause 9, to its and its Subsidiaries’ properties,
employees, contracts, commitments, books and records, financial and operating
data or any report, schedule or other document filed or received by it
pursuant to the requirements of applicable Laws, in each case, for purposes of
due diligence or integration planning and/or effecting the Acquisition;
provided, that no investigation prior to, on or after the date of this
Agreement, including by way of any access granted pursuant to this Clause
7.1(a), shall affect or be deemed to modify, diminish or obviate any of the
representations, warranties or covenants made by Fleetmatics in this Agreement
or the Expenses Reimbursement Agreement; and provided further that any such
access shall be conducted at Verizon’s expense and under supervision of
appropriate personnel of Fleetmatics. Any request for access or information
pursuant to this Clause 7.1(a) shall be directed to an executive officer of
Fleetmatics or other person designated by Fleetmatics. Notwithstanding the
foregoing, Fleetmatics shall not be required to afford such access if it would
unreasonably disrupt the operations of Fleetmatics or any of its Subsidiaries,
would cause a loss of privilege to Fleetmatics or any of its Subsidiaries or
would constitute a violation of any applicable Law (provided that Fleetmatics
shall use its commercially reasonable efforts to cause such information to be
provided in a manner that would not result in such violation or loss of
privilege). If any material is withheld by Fleetmatics pursuant to the
preceding sentence, Fleetmatics shall (subject to the preceding sentence)
inform the Verizon as to the general nature of what is being withheld.

(b)               Verizon hereby agrees that all information
provided to it or its Representatives in connection with this Agreement and
the consummation of the transactions contemplated hereby shall be deemed to be
Confidential Information, as such term is used in, and shall be treated in
accordance with, the Confidentiality Agreement.

7.2              Consents and Regulatory Approvals

(a)               The terms of the Acquisition at the date of
publication of the Scheme Document shall be set out in the Rule 2.5
Announcement and the Scheme Document, to the extent required by applicable
Law.

(b)               Subject to the terms and conditions hereof,
including the limitations set forth in Clause 7.2(g), the Parties each agree
to use their respective reasonable best efforts to achieve satisfaction of the
Conditions as promptly as reasonably practicable following the publication of
the Scheme Document and in any event no later than three (3) Business Days
prior to the End Date.  For the avoidance of doubt, notwithstanding anything
to the contrary in this Agreement, including the covenants set forth in this
Clause 7.2, it is the intent of the parties hereto that the actions required
to be taken by Verizon under Clause 7.2(g) shall be required to be taken
solely to the extent necessary to enable the satisfaction of the Conditions
and the consummation of the transactions contemplated hereby (including the
Acquisition) to occur no later than the third Business Day prior to the End
Date and not to the extent necessary to permit the satisfaction of the
Conditions and/or the consummation of the transactions contemplated hereby
(including the Acquisition) to occur as reasonably practicable following the
publication of the Scheme Document.

(c)               Subject to the terms and conditions hereof,
including Clause 7.2(g), Fleetmatics, Bidco and Verizon shall each use their
respective reasonable best efforts to:

(i)                 take, or cause to be taken, all actions,
and do, or cause to be done, and to assist and cooperate with the other Party
in doing, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated hereby (including the Acquisition) as
promptly as practicable and in any event no later than three (3) Business Days
prior to the End Date;

(ii)               as promptly as reasonably practicable, make
all filings, and thereafter make any other required or appropriate submissions
with any Relevant Authority, that are required or reasonably necessary to
consummate the transactions contemplated by this Agreement (including the
Acquisition), including (A) under the HSR Act no later than 15 Business Days
after the date hereof (or later if mutually agreed in writing by the Parties),
(B) under any other Antitrust Laws or foreign investment Laws listed on
Schedule 7.2(c)(ii), (C) under the Takeover Rules and the Act or (D) as
required by the High Court;

(iii)             keep the other Parties reasonably informed of
all material written or oral communications to or from third parties (other
than any Relevant Authority) with respect to the Clearances; and

(iv)             as promptly as reasonably practicable, take
reasonable actions to obtain from, make with or provide to any third party
(including any Relevant Authority) any Clearances (other than Clearances under
any Antitrust Laws, which shall be governed by Clause 7.2(d)) required to be
obtained, made or provided by Fleetmatics, Bidco or Verizon or any of their
respective Subsidiaries in connection with the consummation of the
transactions contemplated hereby (including the Acquisition); provided,
however, that notwithstanding anything in this Agreement to the contrary, in
no event shall Fleetmatics or any of its Subsidiaries be permitted to pay nor
shall Bidco or Verizon or any of their respective Subsidiaries be required to
pay or permit Fleetmatics to pay any material fee, penalty or other
consideration to any third party for any Clearance required in connection with
the consummation of the transactions contemplated by this Agreement (including
the Acquisition) under any contract or agreement, other than customary filing
or application fees in connection with required regulatory approvals.

(d)              Subject to the terms and conditions hereof,
including Clause 7.2(g), each Party agrees, and shall cause each of their
respective Subsidiaries, to cooperate and to use its reasonable best efforts
to obtain any Clearances required in connection with the consummation of the
transactions contemplated hereby (including the Acquisition) under the HSR Act
and any other federal, state or foreign Law designed to prohibit, restrict or
regulate actions for the purpose or effect of monopolisation, competition,
antitrust or restraint of trade (collectively, “Antitrust Laws”). Each
Party shall provide as promptly as practicable such information and
documentary material as may be requested by a Relevant Authority following any
such filing or notification.  Notwithstanding anything to the contrary
contained in this Agreement, the Parties agree that Verizon shall, on behalf
of the Parties, control and lead all communications and strategy (both
substantive and procedural, including relating to timing and any voluntary
extensions thereof) relating to the Antitrust Laws (provided that Fleetmatics
is not constrained from complying with applicable Law), provided, further,
that the Parties shall consult and cooperate with one another, and consider in
good faith the views of one another, regarding the form and content of any
analyses, appearances, presentations, memoranda, briefs, arguments, opinions
and proposals made or submitted by or on behalf of either Party in connection
with proceedings under or relating to any Antitrust Law prior to their
submission.

(e)               Subject to the provisos in Clause 7.2(d) and
to the fullest extent permissible under applicable Law, Verizon and
Fleetmatics shall (i) promptly advise each other of (and Verizon or
Fleetmatics shall so advise with respect to material communications received
by any Subsidiary of Verizon or Fleetmatics, as the case may be) any material
written or oral communication from any Relevant Authority in connection with
the consummation of the transactions contemplated by this Agreement (including
the Acquisition); (ii) not participate in any meeting or material discussion
with any Relevant Authority in respect of any filing, investigation, or
enquiry concerning this Agreement or the transactions contemplated by this
Agreement unless it consults with the other Party in advance, and, unless
prohibited by such Relevant Authority, gives the other Party the opportunity
to attend; and (iii) promptly furnish the other Party with copies of all
material correspondence, filings, and written communications between them and
their Subsidiaries and Representatives, on the one hand, and any Relevant
Authority or its respective staff, on the other hand, with respect to this
Agreement and the transactions contemplated by this Agreement, except that
materials may be redacted (x) to remove references concerning the valuation of
the businesses of Fleetmatics or its respective Affiliates, (y) as necessary
to address reasonable privilege concerns (provided that the redacting Party
shall use its commercially reasonable efforts to cause such information to be
provided in a manner that would not result in such privilege concerns) and (z)
to prevent the exchange of confidential information as required by applicable
Law. With respect to any notice, documentation or other communication required
to be given by either Party to the other Party pursuant to this Clause 7.2(e),
such first Party may give such notice, documentation or other communication to
such second Party’s outside counsel, instead of directly to such second
Party, if such first Party reasonably believes that doing so is required by,
or advisable pursuant to, applicable Law.  The Parties may, as they deem
advisable and necessary, designate any competitively sensitive materials
provided to the other under this Clause 7.2(e)as “outside counsel only.” 
Such materials and the information contained therein shall be given only to
outside counsel of the recipient and shall not be disclosed by such outside
counsel to employees, officers, or directors of the recipient without the
advance written consent of the Party providing such materials.

(f)                In the event that the latest date on which
the High Court and/or the Panel would permit Completion to occur is prior to
the End Date, the Parties shall use their respective reasonable best efforts
to obtain consent of the High Court and/or the Panel, as applicable, to an
extension of such latest date to a date that is not later than three (3)
Business Days prior to the End Date (or the date that is three (3) Business
Days prior to the latest practicable date to which the High Court and/or the
Panel will agree, but not beyond the date that is three (3) Business Days
prior to the End Date). If Rule 12(b)(i) of the Takeover Rules may reasonably
be expected to cause the Scheme to lapse, the Parties shall use their
respective reasonable best efforts to obtain consent of the Panel to avoid
lapsing of the Scheme pursuant to Rule 12(b)(i) of the Takeover Rules.  If
(i) the High Court and/or the Panel require the lapsing of the Scheme prior to
the End Date, (ii) the Scheme lapses pursuant to Rule 12(b)(i) of the Takeover
Rules, (iii) Condition 1 fails to be satisfied or (iv) the Scheme lapses
pursuant to paragraph 7 of Annex I to the Rule 2.5 Announcement as a result of
the Scheme failing to have become effective on or prior to the End Date, the
Parties shall (unless and until this Agreement is terminated pursuant to
Clause 9) take all actions required in order to re-initiate the Scheme process
as promptly as reasonably practicable (it being understood that no such
lapsing described in sub-clause (i), (ii), (iii) or (iv) shall, in and of
itself, result in a termination of, or otherwise affect any rights or
obligations of any Party under, this Agreement).

(g)               Notwithstanding anything in this Agreement to
the contrary, Verizon and Fleetmatics agree that:

(i)                 neither Verizon nor any of its
Subsidiaries shall be required (and, without the prior written consent of
Verizon, Fleetmatics shall not and shall not permit any of its Subsidiaries)
to enter into any settlement, undertaking, commitment, consent decree,
stipulation or agreement (or agreement to enter into any of the foregoing)
with any Relevant Entity or third party, including (A) any license, sale or
other disposition or holding separate (through establishment of a trust or
otherwise) of its or its Affiliates’ respective capital stock, other
securities or ownership interests, operations, businesses, assets, properties
or rights (a “Divestiture”) or (B) the imposition of any limitation on
its or its Affiliates’ respective abilities and rights to (1) conduct
operations or businesses, (2) economically or beneficially own or acquire any
capital stock, other securities or ownership interests, assets or properties
or (3) exercise any rights (a “Restraint”), except that, solely to the
extent necessary to enable the consummation of the transactions contemplated
hereby (including the Acquisition) to occur no later than the third Business
Day prior to the End Date, Verizon shall use its reasonable best efforts to
satisfy Conditions 3(a) and/or 3(b) and/or to avoid the entry of, or to effect
the dissolution of, any Antitrust Order by agreeing to Divestitures and
Restraints (A) the effectiveness or consummation of which is conditioned on
the consummation of the transactions contemplated by this Agreement (including
the Acquisition), (B) that, individually or in the aggregate, do not and would
not reasonably be expected to be materially adverse to (1) Verizon and its
Subsidiaries, taken as a whole, or (2) Fleetmatics and its Subsidiaries, taken
as a whole, either before or immediately after giving effect to the
transactions contemplated by this Agreement (including the Acquisition), in
each case measured on a scale relative to Fleetmatics and its Subsidiaries,
taken as a whole, regardless of whether any such action, condition,
restriction or mitigation is in respect of Verizon, Fleetmatics or their
respective Subsidiaries, and (C) that do not require Verizon to convey any
value to any third party other than the sales, licenses or divestitures of the
assets being divested as part of the Divestiture and reasonable and customary
transition support or similar agreements of limited duration relating to such
sales, licenses or divestitures (provided that any such transition support or
similar agreement shall only be required to be agreed to by Verizon to the
extent it reflects arm’s-length and fair market value terms as determined by
Verizon in good faith);

(ii)               nothing in this Agreement shall require
Verizon or permit Fleetmatics (without the prior written consent of Verizon)
to litigate with any Relevant Authority in connection with any Clearance under
any Antitrust Law;

(iii)             in no event shall Fleetmatics or any of its
Subsidiaries be permitted to pay nor shall Verizon, Bidco or any of their
respective Subsidiaries be required to pay or permit Fleetmatics to pay any
material fee, penalty or other consideration in connection with obtaining any
Clearance under any applicable Antitrust Law, other than customary filing or
application fees in connection with any such Clearance; and

(iv)             all references to the “End Date” in this
Clause 7.2 shall refer to August 1, 2017.

7.3              Directors’ and Officers’ Indemnification and
Insurance

(a)               Verizon agrees that all rights to
indemnification, advancement of expenses or exculpation (including all
limitations on personal liability) existing as of the date of this Agreement
in favour of each present and former director, officer or employee of
Fleetmatics or any of its Subsidiaries provided for in their respective
Organisational Documents or in any agreement to which Fleetmatics or any of
its Subsidiaries is a party in respect of actions or omissions occurring at or
prior to the Effective Time (including actions or omissions occurring at or
prior to the Effective Time arising out of the transactions contemplated by
this Agreement) shall survive the consummation of the Scheme and shall
continue in full force and effect in accordance with their terms. For a period
of six (6) years after the Effective Time, Verizon shall maintain in effect
the provisions for indemnification, advancement of expenses or exculpation in
the Organisational Documents of Fleetmatics and its Subsidiaries or in any
agreement to which Fleetmatics or any of its Subsidiaries is a party and shall
not amend, repeal or otherwise modify such provisions in any manner that would
adversely affect the rights thereunder of any individuals who at any time
prior to the Effective Time were directors, officers or employees of
Fleetmatics or any of its Subsidiaries in respect of actions or omissions
occurring at or prior to the Effective Time (including actions or omissions
occurring at or prior to the Effective Time arising out of the transactions
contemplated by this Agreement); provided, however, that in the event any
claim, action, suit proceeding or investigation is pending, asserted or made
either prior to the Effective Time or within such six year period, all rights
to indemnification, advancement of expenses or exculpation required to be
continued pursuant to this Clause 7.3(a) in respect thereof shall continue
until disposition thereof.

(b)               At and after the Effective Time, Fleetmatics
shall (and Verizon shall cause Fleetmatics to), to the fullest extent
permitted under applicable Law, indemnify and hold harmless each present and
former director, officer or employee of Fleetmatics or any of its Subsidiaries
and each person who served as a director, officer, member, trustee or
fiduciary of another company, joint venture, trust or other enterprise if such
service was at the request or for the benefit of Fleetmatics or any of its
Subsidiaries (each, together with his or her respective heirs and
representatives, a “Fleetmatics Indemnified Party” and, collectively, the
“Fleetmatics Indemnified Parties”) against all costs and expenses
(including advancing attorneys’ fees and expenses in advance of the final
disposition of any actual or threatened claim, suit, proceeding or
investigation to each Fleetmatics Indemnified Party to the fullest extent
permitted by Law), judgments, fines, losses, claims, damages, liabilities and
settlement amounts paid in connection with any actual or threatened claim,
action, suit, proceeding or investigation (whether arising before, at or after
the Effective Time), whether civil, criminal, administrative or investigative,
arising out of or pertaining to any action or omission in such person’s
capacity as a director, officer or employee of Fleetmatics or any of its
Subsidiaries or as a director, officer, member, trustee or fiduciary of
another company, joint venture, trust or other enterprise if such service was
at the request or for the benefit of Fleetmatics or any of its Subsidiaries,
in each case occurring or alleged to have occurred at or before the Effective
Time (including actions or omissions occurring at or prior to the Effective
Time arising out of the transactions contemplated by this Agreement).

(c)               For a period of six years from the Effective
Time, Verizon shall cause to be maintained in effect the coverage provided by
the policies of directors’ and officers’ liability insurance and fiduciary
liability insurance in effect as of immediately prior to the Effective Time
maintained by Fleetmatics and its Subsidiaries with respect to matters arising
on or before the Effective Time (provided that Verizon may substitute therefor
(i) policies with a carrier with comparable credit ratings to the existing
carrier of at least the same coverage and amounts containing terms and
conditions that are no less favourable to the insured as those provided by the
policies of directors’ and officers’ liability insurance and fiduciary
liability insurance in effect as of the date of this Agreement (the
“Existing Policies”) or (ii) a six (6) year prepaid “tail policy” that
covers those persons who are currently covered by the Existing Policies for
actions and omissions occurring at or prior to the Effective Time and
containing terms and conditions that are no less favourable to the insured
than those of the Existing Policies); provided, however, that Verizon shall
not be required to pay aggregate premiums in excess of 250% of the last annual
premium paid by Fleetmatics under the Existing Policies in respect of the
coverages required to be obtained pursuant hereto, but in such case shall
purchase as much coverage as reasonably practicable for such amount.
Notwithstanding the foregoing and in satisfaction of Verizon’s obligations
under the immediately preceding sentence, prior to the Effective Time,
Fleetmatics may purchase a six (6) year prepaid “tail policy” under the
Existing Policies; provided, however, that Fleetmatics shall not be permitted
to pay an amount in excess of $950,000, subject to the adjustment set forth in
Clause 7.3(c) of the Fleetmatics Disclosure Schedule, for such “tail
policy,” but in such case may purchase as much coverage as reasonably
practicable for such amount. If any such prepaid tail policy has been obtained
prior to the Effective Time, Verizon shall cause to be maintained such policy
in full force and effect for its full term, and continue to honor the
obligations thereunder.

(d)              The rights of each Indemnified Party under this
Clause 7.3 shall be in addition to, and not in limitation of, any other rights
such Indemnified Party may have under the Organisational Documents of
Fleetmatics or any of its Subsidiaries, any insurance policy, the Act (or any
other applicable Law) or otherwise.  The provisions of this Clause 7.3 shall
survive the consummation of the Acquisition and shall not be terminated or
modified in such a manner as to adversely affect any Indemnified Party without
the written consent of such affected Indemnified Party (it being expressly
agreed that the Indemnified Parties shall be third, party beneficiaries of
this Clause 7.3 and shall be entitled to enforce the covenants contained in
this Clause 7.3).

7.4              Employment and Benefit Matters

(a)               For a period of one year following the
Effective Time, Verizon shall provide, or shall cause to be provided, (i) a
base salary or wage rate, as applicable, that is no less favourable to such
Fleetmatics Employee than the base salary or wage rate provided to such
Fleetmatics Employee as of immediately prior to the Effective Time and (ii)
benefits (excluding, for the avoidance of doubt, equity and equity-based
compensation) that are substantially comparable, in the aggregate, either (A)
to those generally made available to similarly situated Verizon employees
under Verizon’s compensation and benefit plans and programs, (B) to those
provided to such Fleetmatics Employees as a group immediately prior to the
Effective Time or (C) any combination of (A) and (B) as determined by
Verizon.  For the 2016 fiscal year of Fleetmatics, Verizon shall continue, or
cause to be continued, the same cash bonus opportunity (performance metrics
and target bonus as a percentage of base compensation) as was provided to the
applicable Fleetmatics Employees immediately prior to the Effective Date.

(b)               Verizon shall provide that, for purposes of
vesting and eligibility to participate and, solely in respect of any severance
or vacation plan, level of benefits under the employee benefit plans of
Verizon providing benefits to any Fleetmatics Employees after the Effective
Time (the “New Plans”), each Fleetmatics Employee shall be credited with
his or her years of service with the Fleetmatics Group and its predecessors
before the Effective Time, to the same extent as such Fleetmatics Employee was
entitled, before the Effective Time, to credit for such service under any
similar Fleetmatics Benefit Plan in which such Fleetmatics Employee
participated or was eligible to participate immediately prior to the Effective
Time, provided that the foregoing shall (i) not apply with respect to any
benefit accrual under any defined benefit pension plan or retiree welfare
benefit plan, (ii) not apply to the extent that would result in a duplication
of benefits with respect to the same period of service, (iii) not apply for
purposes of any plan, program or arrangement (x) under which similarly
situated employees of Verizon and its Subsidiaries do not receive credit for
prior service or (y) that is grandfathered or frozen, either with respect to
level of benefits or participation, (iv) apply only with respect to the
initial welfare benefit plan of Bidco that a Fleetmatics Employee is eligible
to participate in immediately following the Effective Time. In addition, and
without limiting the generality of the foregoing, (A) each Fleetmatics
Employee shall be immediately eligible to participate, without any waiting
time, in any and all New Plans to the extent coverage under such New Plan is
replacing comparable coverage under a Fleetmatics Benefit Plan in which such
Fleetmatics Employee participated immediately before the Effective Time (such
plans, collectively, the “Old Plans”), and (B) for purposes of each New
Plan providing medical, dental, pharmaceutical and/or vision benefits (but not
including any disability benefits) to any Fleetmatics Employee, Verizon shall
use its commercially reasonable efforts to cause (1) all pre-existing
condition exclusions and actively-at-work requirements of such New Plan to be
waived for such employee and his or her covered dependents, unless and to the
extent the individual, immediately prior to entry in the New Plans, was
subject to such conditions under the comparable Old Plans, and (2) any
eligible expenses incurred by such employee and his or her covered dependents
during the portion of the plan year of the Old Plan ending on the date such
employee’s participation in the corresponding New Plan begins to be taken
into account under such New Plan for purposes of satisfying all deductible,
coinsurance and maximum out-of-pocket requirements applicable to such employee
and his or her covered dependents for the applicable plan year as if such
amounts had been paid in accordance with such New Plan.

(c)               Verizon and Fleetmatics shall cooperate in
respect of consultation obligations and similar notice and bargaining
obligations owed to any employees or consultants of Fleetmatics or any
Subsidiary of Fleetmatics in accordance with all applicable Laws and works
council or other bargaining agreements, if any.

(d)              Fleetmatics will provide Verizon with a copy of
any written communications intended for broad-based and general distribution
to current or former employees of Fleetmatics or any of its Subsidiaries that
relate to Verizon or this Agreement and the transactions contemplated hereby,
and will provide Verizon with a reasonable opportunity to review and comment
on such communications prior to distribution.

(e)               Nothing in this Agreement shall confer upon
any Fleetmatics Employee any right to continue in the employ or service of
Verizon or any Affiliate of Verizon, or shall interfere with or restrict in
any way the rights of Verizon or any affiliate of Verizon, which rights are
hereby expressly reserved, to discharge or terminate the services of any
Fleetmatics Employee at any time for any reason whatsoever, with or without
cause.  Notwithstanding any provision in this Agreement to the contrary,
nothing in this Clause 7.4 shall (x) be deemed or construed to be an amendment
or other modification of any Fleetmatics Benefit Plan or employee benefit plan
of Verizon or any Affiliate of Verizon, or (y) create any third party rights
in any current or former service provider or employee of Verizon, Fleetmatics
or any of their respective Affiliates (or any beneficiaries or dependents
thereof).

(f)                From and after the Effective Time, Verizon
shall cause Fleetmatics and its Subsidiaries to honour, in accordance with its
terms, each compensation, employment, severance, change-of-control and similar
agreement to which Fleetmatics or a Subsidiary of Fleetmatics is a party and
that is set forth in Clause 7.4(f) of the Fleetmatics Disclosure Schedule;
provided that such obligation is subject to any right of Verizon to amend or
terminate any such agreement in accordance with its terms.

7.5              Tax Matters

Verizon may, in its sole discretion, cause a timely and irrevocable election
under Section 338(g) of the Code (and any corresponding provisions of state or
local Tax law) to be made with respect to Fleetmatics and any or all of its
Subsidiaries which, in each case, is not a U.S. corporation. 

7.6              Rule 16b-3 Actions

Prior to the Effective Time, Fleetmatics and Verizon shall take all such steps
as may be required to cause (a) any disposition of Fleetmatics Ordinary Shares
(including derivative securities with respect to Fleetmatics Ordinary Shares)
resulting from the Acquisition and the other transactions contemplated by this
Agreement by each individual who will be subject to the reporting requirements
of Section 16(a) of the Exchange Act with respect to Fleetmatics immediately
prior to the Effective Time to be exempt under Rule 16b-3 promulgated under
the Exchange Act and (b) any acquisitions of Verizon Shares (including
derivative securities with respect to Verizon Shares) resulting from the
Acquisition and the other transactions contemplated by this Agreement, by each
individual who may become or is reasonably expected to become subject to the
reporting requirements of Section 16(a) of the Exchange Act with respect to
Verizon to be exempt under Rule 16b-3 promulgated under the Exchange Act.

7.7              Transaction Litigation

Prior to the earlier of the Effective Time or the termination of this
Agreement, Fleetmatics shall control the defense of any litigation brought by
shareholders of Fleetmatics against Fleetmatics and/or its directors relating
to the transactions contemplated by this Agreement, including the Acquisition;
provided, however, that subject to any fiduciary duties of the board of
directors of Fleetmatics or any of its Subsidiaries, Fleetmatics shall consult
and cooperate with Verizon in Fleetmatics’ defense or settlement of any such
litigation, and Fleetmatics agrees that it will not settle or compromise any
such litigation or propose any such settlement or compromise (other than any
settlement solely for monetary damages paid entirely from proceeds of
insurance, except for any applicable deductible) without the written consent
of Verizon.

7.8              Acquisition Implementation

Verizon and Fleetmatics shall procure the consummation of the steps set out on
Schedule 7.8A in accordance therewith; provided, however, that if either (i)
Fleetmatics is unable to procure the auditor’s certificate as described in
Step 2.5 of Schedule 7.8A in a timely manner (as determined by Verizon in its
sole reasonable discretion), or (ii) Fleetmatics or one of its Subsidiaries is
unable to provide the indemnity to the directors of IrishCo described below,
then Verizon and Fleetmatics shall in lieu thereof procure the consummation of
the steps set out on Schedule 7.8B; provided further that Verizon shall have
the right to modify the steps set forth in such schedules so long as such
modifications (i) would not violate applicable Law, (ii) do not require
Fleetmatics to execute any agreements to implement the modified steps unless
the effectiveness of the actions to be taken under any such agreements is
conditioned on Completion, (iii) do not adversely affect the right of the
Fleetmatics Shareholders to receive the Cash Consideration in accordance with
the terms and conditions of this Agreement, and (iv) will not otherwise
prevent or materially impair or delay the ability of Verizon to consummate the
transactions contemplated by this Agreement (including the Acquisition). In
recognition of the fact that the directors of IrishCo will incur personal
liability for the issuance of the declaration of solvency in respect of
IrishCo as described in Step 2.4 of Schedule 7.8A, (x) Verizon hereby
covenants that, from and after Completion, it will cause Fleetmatics and its
Subsidiaries to refrain from undertaking any actions to render IrishCo
insolvent within the twelve-month period immediately following the issuance of
such declaration of solvency, and (y) notwithstanding anything to the contrary
contained in this Agreement, Fleetmatics and/or one or more of its
Subsidiaries shall be permitted to provide such directors with an indemnity
for liabilities arising from the issuance of the declaration of solvency,
which indemnity shall be subject to standard and customary terms and
conditions, including exclusions for fraudulent conduct and actions taken in
bad faith.  Except as expressly contemplated or permitted elsewhere in this
Agreement, or as set forth in Clause 5.1 of the Fleetmatics Disclosure
Schedule, or with the prior written consent of Verizon (which consent shall
not be unreasonably withheld, delayed or condition) Fleetmatics covenants that
it will use reasonable best efforts to ensure that the Fleetmatics Deficit
will not exceed $15 million immediately prior to the Effective Time, and in
the event that Fleetmatics is unable to ensure (or in Verizon’s reasonable
opinion Fleetmatics is reasonably likely to be unable to ensure) that the
Fleetmatics Deficit is at or below $15 million, Fleetmatics will, prior to the
Effective Date, cooperate in good faith with Verizon to enable Verizon to take
all steps as are reasonably necessary in order to eliminate the Fleetmatics
Deficit by means of a reduction of share capital of Fleetmatics immediately
after the Effective Time and before the date on which the Cash Consideration
must be paid to the Paying Agent in accordance with the terms of Section 8.1.
Such cooperation shall include, without limitation, (a) the provision of
sufficient information to reasonably enable the directors of Fleetmatics after
the Effective Time to swear a statutory declaration of solvency to reduce the
issued share capital of Fleetmatics by such amount as is necessary to
eliminate the Fleetmatics Deficit, (b) such reasonable assistance to enable
the provision of an auditor's certificate required for such reduction of
capital, and (c) such waivers as may be required to be provided to the Irish
Companies Registration Office to enable the conversion of Fleetmatics from a
public to a private company within an expedited period following the Effective
Time, insofar as is reasonably possible. For the avoidance of doubt, in
connection with the above, and notwithstanding which of the plans contained in
Schedule 7.8A or Schedule 7.8B is used to consummate the Transaction,
Fleetmatics shall procure the filing with the Irish Companies Registration
Office of audited financials in respect of the financial year ended 31
December 2015 for IrishCo as required under the Act in a timely manner.

7.9              Fleetmatics Indebtedness

Prior to the Completion Date, Fleetmatics shall obtain and deliver the Payoff
Letter to Verizon.  Fleetmatics shall deliver (A) a draft of the Payoff
Letter to Verizon at least three (3) Business Days prior to the anticipated
Completion Date (which draft, for the avoidance of doubt, may not include the
specific amounts to be paid on the Completion Date under the Credit Agreement)
and (B) an executed copy of the Payoff Letter in substantially similar form
prior to the anticipated Completion Date (which executed copy, for the
avoidance of doubt, shall include the specific amounts to be paid on the
Completion Date under the Credit Agreement).  To the extent the Payoff Letter
does not include UCC-3 termination statements, Fleetmatics shall use its
reasonable best efforts to assist in the preparation of such termination
statements so they can be filed by Fleetmatics on the Completion
Date.             

8.                  COMPLETION OF ACQUISITION

8.1              Completion

(a)               Completion Date:

(i)                 Completion shall take place at 9:00 a.m.,
New York City time, on a date to be selected by Verizon following, but not
later than the third Business Day (or such shorter period of time as remains
before 5:00 p.m., New York City time, on the End Date) after, the satisfaction
or, in the sole discretion of the applicable Party, waiver (where applicable)
of all of the Conditions (“Completion Date”) with the exception of
Condition 2(d) (delivery and registration of the Court Order and a copy of the
minute required by Section 86 of the Act) (but subject to the satisfaction of
such Condition) or at such other date and time as may be mutually agreed to by
the Parties in writing.

(ii)               Completion shall take place at the offices of
Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York
10006 or at such other place as may be mutually agreed to by the Parties in
writing.

(b)               On or prior to Completion:

Fleetmatics shall procure that a meeting of the Fleetmatics Board (or a duly
authorised committee thereof) is held at which resolutions are passed
(conditional on registration of the Court Order with the Registrar of
Companies occurring and effective as of the Effective Time) approving:

(i)                 the allotment and issue to Bidco (and/or
its respective nominees) in accordance with the Scheme of the number of new
shares in the capital of Fleetmatics provided for in the Scheme;

(ii)               the resignations of the directors of
Fleetmatics as Verizon shall determine; and

(iii)             the appointment of such persons as Bidco may
nominate as the directors of Fleetmatics.

(c)               On Completion:

(i)                 In respect of each Fleetmatics Share
subject to the Scheme, Bidco shall cause to be paid the Cash Consideration to
the applicable Fleetmatics Shareholder (and/or their nominees) in accordance
with the terms and conditions of the Scheme and as contemplated in Clause
8.1(d) below.

(ii)               Fleetmatics shall deliver to Verizon:

(A)             a certified copy of the resolutions referred to in
Clause 8.1(b)(i);

(B)             letters of resignation from the directors that are
removed from Fleetmatics in accordance with Clause 8.1(b)(ii) (each such
letter containing an acknowledgement that such resignation is without any
claim or right of action of any nature whatsoever outstanding against
Fleetmatics or the Fleetmatics Group or any of their officers or employees, in
each case for breach of contract to hold office as a director, compensation
for loss of such office, redundancy or unfair dismissal or on any other
grounds in respect of the resignation; for the avoidance of doubt, any claims
or rights of action relating to any of the matters set forth in Clause 7.3,
including without limitation rights to indemnification, advancement of
expenses and exculpation, are expressly excluded from such acknowledgement);

(C)             share certificates in respect of the aggregate
number of shares in the capital of Fleetmatics to be issued to Bidco (and/or
its nominees) in accordance with the Scheme; and

(D)             executed certificates pursuant to Treasury
Regulations Section 1.1445-2(c) certifying with respect to its U.S.
Subsidiaries that none of its U.S. Subsidiaries is or has ever been a U.S.
real property holding corporation within the meaning of Section 897(c)(2) of
the Code.

(iii)             Fleetmatics shall cause an office copy of the
Court Order and a copy of the minute required by Section 86 of the Act to be
filed with the Companies Registration Office and obtain from the Registrar of
Companies a Certificate of Registration in relation to the reduction of share
capital necessary to effect the Scheme.

(d)              Payment of Cash Consideration

(i)                 Paying Agent.  No later than the second
Business Day after the Completion Date, Bidco shall deposit, or cause to be
deposited, with the Paying Agent, for the benefit of the Fleetmatics
Shareholders, cash in an amount equal to the aggregate amount of Cash
Consideration.  All cash deposited with the Paying Agent pursuant to the
preceding sentence shall hereinafter be referred to as the “Fleetmatics
Paying Agent Fund”.  The Paying Agent shall invest any cash included in the
Fleetmatics Paying Agent Fund as directed by Verizon; provided that (i) no
such investment shall relieve Verizon or the Paying Agent from making the
payments required by this Clause 8.1, and following any losses Verizon shall
promptly provide additional funds to the Paying Agent for the benefit of the
holders of Fleetmatics Ordinary Shares in the amount of such losses, (ii) no
such investment shall have maturities that could prevent or delay payments to
be made pursuant to this Agreement, and (iii) such investments shall be in
short-term obligations of the United States of America with maturities of no
more than thirty days or guaranteed by the United States of America and backed
by the full faith and credit of the United States of America in commercial
paper obligations rated A-l or P-l or better by Moody’s Investors Service,
Inc. or Standard & Poor’s Corporation, respectively, treasury bills,
institutional money market funds or in mutual funds invested primarily in
obligations of the type described above. Any interest or income produced by
such investments will become a part of the Fleetmatics Paying Agent Fund.

(ii)               Payment Procedures. As soon as reasonably
practicable after the Effective Time, and in any event within three (3)
Business Days after the Effective Time, Bidco shall cause the Paying Agent to
mail to each holder of record of a certificated or book-entry Fleetmatics
Ordinary Share, entitled at the Effective Time to a right to receive the Cash
Consideration pursuant to Clause 8.1(c)(i), a letter of transmittal and
instructions for use in receiving the Cash Consideration. Each holder of
record of such Fleetmatics Ordinary Shares shall be entitled to receive,
within 14 days of the Effective Time, the amount of cash payable in respect of
the Cash Consideration that such holder has the right to receive pursuant to
Clause 8.1(c)(i). Prior to the Completion, Bidco and Fleetmatics shall use
their respective commercially reasonable efforts to establish procedures with
the Paying Agent and the Depository Trust Company (“DTC”) such that,
assuming the Effective Time occurs at the time of the Completion, the Paying
Agent will transmit to DTC or its nominee no later than the first (1st)
Business Day after the Completion Date an amount in cash in immediately
available funds equal to the number of shares of Fleetmatics Ordinary Shares
held of record by DTC or such nominee immediately prior to the Effective Time
multiplied by the Cash Consideration (such amount, the “DTC Payment”). No
interest shall be paid or shall accrue for the benefit of holders of the
Fleetmatics Ordinary Shares on the Cash Consideration payable in respect of
the Fleetmatics Ordinary Shares.

(iii)             Termination of Fleetmatics Paying Agent Fund. 
Any portion of the Fleetmatics Paying Agent Fund which has not been
transferred to the holders of Fleetmatics Ordinary Shares as of the six-month
anniversary of the Effective Time shall be delivered to Bidco or its designee,
upon demand.  Any holder of Fleetmatics Ordinary Shares who has not complied
with this Clause 8.1(d) prior to the six-month anniversary of the Effective
Time shall thereafter look only to Bidco for payment of such holder’s claim
for the Cash Consideration (subject to abandoned property, escheat or other
similar applicable Laws).

(iv)             No Liability.  Neither Verizon nor Bidco nor
Fleetmatics nor the Paying Agent nor any of their respective Affiliates,
directors, officers, employees and agents shall be liable to any person in
respect of any Cash Consideration (or dividends or distributions with respect
thereto) from the Fleetmatics Paying Agent Fund delivered to a public official
pursuant to any applicable abandoned property, escheat or similar Law.

(v)               Withholding.  Bidco and the Paying Agent
shall be entitled to deduct and withhold from any amount payable pursuant to
this Agreement to any Person who was a holder of a Fleetmatics Share subject
to the Scheme such amounts as Bidco or the Paying Agent may be required to
deduct and withhold with respect to the making of such payment under the Code
or any other provision of federal, state, local or non-U.S. Tax law. To the
extent that amounts are so withheld by Bidco or the Paying Agent with respect
to any Person and paid over to the appropriate Taxing Authority, Bidco shall
be treated as having satisfied its obligation to deliver the Cash
Consideration in full to such Person by delivering the Cash Consideration net
of such withheld amounts and such Person shall not have any claim or
entitlement with respect to the Cash Consideration attributable to such
withheld amounts.

9.                  TERMINATION

9.1              Termination

(a)               This Agreement may be terminated at any time
prior to the Effective Time:

(i)                 by either Fleetmatics or Verizon, if the
Court Meeting or the EGM shall have been completed and the Court Meeting
Resolution or the EGM Resolutions, as applicable, shall not have been approved
by the requisite majorities;

(ii)               by either Fleetmatics or Verizon, if the
Effective Time shall not have occurred by 5:00 p.m., New York City time, on
the End Date, provided that the right to terminate this Agreement pursuant to
this Clause 9.1(a)(ii) shall not be available to a Party whose breach of any
provision of this Agreement shall have been the primary cause of the failure
of the Effective Time to have occurred by such time;

(iii)             by either Fleetmatics or Verizon, if the High
Court declines or refuses to sanction the Scheme, unless both Parties agree in
writing that the decision of the High Court shall be appealed, in which case
only following a final, non-appealable order;

(iv)             by either Fleetmatics or Verizon, if any Law or
injunction, restraint or prohibition shall have been enacted entered
permanently restraining, enjoining or otherwise prohibiting the consummation
of the Acquisition and, in the case of an injunction, restraint or
prohibition, such injunction, restraint or prohibition shall have become final
and non-appealable; provided that the right to terminate this Agreement
pursuant to this Clause 9.1(a)(iv) shall not be available to a Party whose
breach of any provision of this Agreement shall have been the primary cause of
such injunction;

(v)               by Fleetmatics, if any Verizon Party shall
have breached or failed to perform in any material respect any of its
covenants or other agreements contained in this Agreement or if any of its
representations or warranties set forth in this Agreement are inaccurate,
which breach, failure to perform or inaccuracy (1) would (A) result in a
failure of Conditions 2 or 3 or (B) give rise to a termination right under
Clause 9.1(a)(x) if it were to exist during the Pre-Sanction Period and (2) is
not reasonably capable of being cured by the End Date or, if curable,
Fleetmatics shall have given Verizon written notice, delivered at least 30
days prior to such termination, stating Fleetmatics’ intention to terminate
this Agreement pursuant to this Clause 9.1(a)(v) and the basis for such
termination and such breach, failure to perform or inaccuracy shall not have
been cured within 30 days following the delivery of such written notice;

(vi)             by Verizon, if Fleetmatics shall have breached or
failed to perform in any material respect any of its covenants or other
agreements contained in this Agreement or if any of its representations or
warranties set forth in this Agreement are inaccurate, which breach, failure
to perform or inaccuracy (1) would (A) result in a failure of a Condition set
forth in Conditions 2, 3 or 4 or (B) give rise to a termination right under
Clause 9.1(a)(ix) if it were to exist during the Pre-Sanction Period and (2)
is not reasonably capable of being cured by the End Date or, if curable,
Verizon shall have given Fleetmatics written notice, delivered at least 30
days prior to such termination, stating Verizon’s intention to terminate
this Agreement pursuant to this Clause 9.1(a)(vi) and the basis for such
termination and such breach, failure to perform or inaccuracy shall not have
been cured within 30 days following the delivery of such written notice;

(vii)           by Verizon, in the event that a Fleetmatics Change
of Recommendation shall have occurred prior to the EGM;

(viii)         by Fleetmatics, pursuant to and in accordance with
Clause 5.2(h)(i);

(ix)             by Verizon, if, at any time during the
Pre-Sanction Period, subject to Clause 3.1(q) (which for the avoidance of
doubt, governs if and when any notice of termination exercising the
termination right set forth in this Clause 9.1(a)(ix) may become effective):

(A)             Any of the representations and warranties of
Fleetmatics set forth in Clause 6.1 (other than the representations and
warranties in Clauses 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iii) (to the extent
relating to shares in the capital of Fleetmatics), 6.1(v) and 6.1(j) (second
sentence only), 6.1(c)(i), 6.1(x) and each of the other representations and
warranties made in Clause 6.1 that are qualified by a Materiality
Qualification) were not true and correct in all respects as of the date hereof
or shall not be true and correct in all respects at and as of the time of the
notice of termination delivered by Verizon during the Pre-Sanction Period
pursuant to this Clause 9.1(a)(ix)(A), except for such failures to be true and
correct as would not, individually or in the aggregate, reasonably be expected
to have a Fleetmatics Material Adverse Effect;

(B)             any of the representations and warranties of
Fleetmatics that are qualified by a Materiality Qualification were not true
and correct (without giving effect to any Materiality Qualification set forth
therein) in all respects at and as of the date hereof or shall not be true and
correct (without giving effect to any Materiality Qualification set forth
therein) in all respects at and as of the time of the notice of termination
delivered by Verizon during the Pre-Sanction Period pursuant to this Clause
9.1(a)(ix)(B), except for such failures to be true and correct (without giving
effect to any Materiality Qualification set forth therein) as would not,
individually or in the aggregate, reasonably be expected to have a Fleetmatics
Material Adverse Effect;

(C)             any of the representations and warranties of
Fleetmatics set forth in Clauses 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iii) (to the
extent relating to shares in the capital of Fleetmatics), 6.1(v) or 6.1(j)
(second sentence only) were not true and correct in all material respects at
and as of the date hereof or shall not be true and correct in all material
respects at and as of  the time of the notice of termination delivered by
Verizon during the Pre-Sanction Period pursuant to this Clause 9.1(a)(ix)(C);

(D)             any of the representations and warranties of
Fleetmatics set forth in Clauses 6.1(c)(i) or 6.1(x) were not true and correct
in all respects other than as would not materially impede or prevent the
consummation of the Acquisition at and as of the date hereof or shall not be
true and correct in all respects other than as would not materially impede or
prevent the consummation of the Acquisition at and as of the time of the
notice of termination delivered by Verizon during the Pre-Sanction Period
pursuant to this Clause 9.1(a)(ix)(D); or

(E)              Fleetmatics shall have not in all material
respects performed all obligations and in all material respects complied with
all covenants required by the Transaction Agreement to be performed or
complied with by it at or prior to the Sanction Date (except for those
covenants (x) to be performed or complied with after the time of the notice of
termination delivered during the Pre-Sanction Period pursuant to this Clause
9.1(a)(ix)(E) and (y) for which a reasonable basis exists to believe in good
faith that such covenants will in fact be performed and complied with when so
required at or prior to the Sanction Date);

provided that with respect to clauses (A), (B), (C) and (D) hereof,
representations and warranties that expressly relate to a particular date or
period shall be true and correct (in the manner set forth in clause (A), (B),
(C) or (D), as applicable), only with respect to such date or period;

(x)               by Fleetmatics, if, at any time during the
Pre-Sanction Period, the Verizon Parties shall have not in all material
respects performed all obligations and in all material respects complied with
all covenants required by the Transaction Agreement to be performed or
complied with by them at or prior to the Sanction Date (except for those
covenants (x) to be performed or complied with after the time of the notice of
termination delivered during the Pre-Sanction Period pursuant to this Clause
9.1(a)(x) and (y) for which a reasonable basis exists to believe in good faith
that such covenants will in fact be performed and complied with when so
required at or prior to the Sanction Date); or

(xi)             by mutual written consent of Fleetmatics and
Verizon.

(b)               Termination of this Agreement in accordance
with Clause 9.1(a) shall not give rise to any liability of the Parties except
as provided in the Expenses Reimbursement Agreement or in the last sentence of
Clause 9.1(c).  Clause 10 (other than Clauses 10.1 and 10.11) of this
Agreement shall survive, and continue in full force and effect,
notwithstanding its termination.

(c)               Upon Verizon becoming entitled to a Verizon
Reimbursement Payment, neither Fleetmatics nor any of its Representatives or
shareholders shall have any further liability in connection with the
termination of this Agreement (for the avoidance of doubt, other than the
obligation to pay Verizon Reimbursement Payments pursuant to the Expenses
Reimbursement Agreement), whether under the Expenses Reimbursement Agreement
or this Agreement or otherwise, to Verizon, its Representatives or its
shareholders. Notwithstanding anything to the contrary provided in this
Agreement, no Party shall be released from liability for Willful Breach, for
fraud or as provided for in the Confidentiality Agreement.

(d)              For the avoidance of doubt, termination of this
Agreement shall be without prejudice to the provisions of the Expenses
Reimbursement Agreement.

10.              GENERAL

10.1          Announcements

Subject to the requirements of applicable Law, the Act, the Takeover Rules, a
court order, the 

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